What is Companies Act 2016?

Companies Act 2016 is Malaysia Act, cited as Act 777 2016, currently marked in force and first recorded in 2016.

Is Companies Act 2016 still in force?

Yes — Companies Act 2016 is currently in force.

When did Companies Act 2016 take effect?

Companies Act 2016 was first recorded in 2016.

How many sections does Companies Act 2016 have?

Companies Act 2016 contains 768 sections.

What amends Companies Act 2016?

Companies Act 2016 has been amended by Akta Syarikat (Pindaan) 2019 and Companies (Amendment) Act 2024.

Where can I read the official version of Companies Act 2016?

The official text of Companies Act 2016 is published at lom.agc.gov.my.

mylaw.my

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Companies Act 2016

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Bahasa Malaysia English

Enacted: 2016
Last amended: 2024
Sections: 768
Languages: MS · EN

Large legislation

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PreambleAn Act to provide for the registration, administration and dissolution of companies and corporations and to provide for related matters. [3...
Part I
TextPRELIMINARY
Section 1(1) This Act may be cited as the Companies Act 2016.
Section 2Interpretation
Part IIIPart III;
TextCompanies 37
Section 3Any reference to “corporation” in this Act means any body corporate formed or incorporated or existing in Malaysia or outside Malaysia and...
Section 4Definition of “subsidiary and holding company”
Section 5Definition of “ultimate holding company”
Section 6Definition of “wholly-owned subsidiary”
Section 7When corporations deemed to be related to each other
Section 8Interests in shares
(a)in relation to a company—
(i)a branch register of members of the company kept under section 53; or
(b)in relation to a foreign company, a branch register of members of the company kept under section 568; “Central Bank of Malaysia” means the...
(a)a company, corporation, society, association or other body incorporated outside Malaysia; or
(b)an unincorporated society, association or other body which under the law of its place of origin may sue or be sued, or hold property in the...
(a)in the case of a company limited by shares, a person whose name is entered in the register of members as the holder for the time being of o...
(b)in the case of a company limited by guarantee, a person whose name is entered in the register of members; “members’ voluntary winding up” m...
(a)in relation to any shares of an unlisted recreational club which are offered to the public for subscription, means the amount stated in the...
(b)in relation to any issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, shares made under the Capit...
(a)any director, secretary or employee of the corporation;
(b)a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and
(c)any liquidator of a company appointed in a voluntary winding up, but does not include—
(i)any receiver who is not also a manager;
(a)any company which immediately prior to the commencement of this Act was a private company under any corresponding previous written law;
(b)any company incorporated as a private company under this Act; or
(c)any company converted into a private company under section 41, being a company which has not ceased to be a private company under section 4...
(a)to which there is attached a right to vote in all circumstances; or
(b)not being a share to which a right to vote is limited only to one or more of the following circumstances:
(i)during a period in which a dividend, or part of a dividend, in respect of the share is in arrears; Companies 45
(v)upon a proposal for the disposal of the whole of the property, business and undertakings of the body corporate;
(2)A person shall not be regarded as a person in accordance with whose directions or instructions the directors of a company are accustomed to...
(3)A statement included in a prospectus or statement in lieu of prospectus shall be deemed to be untrue if it is misleading in the form and co...
(4)A statement shall be deemed to be included in a prospectus or statement in lieu of prospectus if it is contained in any report or memorandu...
(5)Any invitation to the public to deposit money with or to lend money to a corporation shall be deemed to be an invitation to subscribe for o...
(6)Any reference in this Act to offering shares or debentures to the public shall, unless the context otherwise requires, be construed as incl...
(7)Unless the context otherwise requires, any reference in this Act to a person being or becoming bankrupt or to a person assigning his estate...
Part II
TextFORMATION AND ADMINISTRATION OF COMPANIES
Division 1
TextTypes of Companies
Section 9A company shall have—
Section 10Types of companies
Section 11Private or public company
Section 12Prohibition on companies limited by guarantee with a share capital
Section 13Prohibition for unincorporated associations, etc.
Division 2
TextIncorporation and Its Effects
Section 14(1) A person who desires to form a company shall apply for incorporation to the Registrar.
Section 15Registration for incorporation
Section 16Power to refuse registration of incorporation
Section 17Certificate of incorporation
Section 18Effect of incorporation
Section 19Notice of registration as conclusive evidence
Section 20Separate legal entity
Section 21Companies have unlimited capacity
Division 3
TextRestriction on Subsidiary Being Member of
Section 22(1) A corporation shall not be a member of a company which is its holding company and any allotment or transfer of shares in a holding comp...
Section 23Subsidiary acting as a participating dealer
Section 24(1) This section shall apply where— Companies 61
Division 4
TextName of Company
Section 25(1) The name of a company shall end with the following:
Section 26Availability of name
Section 27Confirmation of availability and reservation of name
Section 28Change of name
Section 29Power of Registrar to direct a change of name
Section 30Publication of name
Division 5
TextConstitution of a Company
Section 31(1) A company, other than company limited by guarantee, may or may not have a constitution.
Section 32Company may adopt a constitution
Section 33Effect of constitution
Section 34The constitution of a company—
Section 35Contents of a company’s constitution
Section 36Company may alter or amend constitution
Section 37Court may alter or amend constitution
Section 38Company limited by guarantee shall have a constitution
Section 39Non-application of doctrine of constructive notice
Division 6
TextConversion of Company Status
Section 40(1) Subject to this section, an unlimited company may convert to a limited company by passing a special resolution and shall lodge with the...
Section 41(1) A public company having a share capital may convert to a private company by passing a special resolution and shall lodge with the Regis...
Division 7
TextProvisions Applicable to Certain Types of Companies
Section 42(1) A company limited by shares having not more than fifty shareholders may—
Section 43Prohibition of private companies to offer shares or debentures or invite to deposit money
Section 44Offer to the public
Section 45Company limited by guarantee
Division 8
TextRegistered Office and Registers
Section 46(1) A company shall at all times have a registered office in Malaysia to which all communications and notices may be addressed.
Section 47Documents to be kept at registered office
Section 48Inspection of documents and records kept by company
Section 49Forms of documents and other means for recording of documents
Section 50Register of members
Section 51Duty to notify of particulars and changes in the register of members
Section 52Index of members of company
Section 53Branch register of members
Section 54Place where register of members and index to be kept
Section 55Inspection and closing of register of members and index
Section 56Power of company to require disclosure of beneficial interest in its voting shares
Section 57Register of directors, managers and secretaries
Section 58Duty to notify of particulars and changes of director, manager and secretary
Section 59Register of directors’ shareholdings, etc.
Section 60Register of debenture holders and copies of trust deed
Division 9
TextExecution of Documents
Section 61(1) A company may or may not have a common seal.
Section 62Official seal for use abroad
Section 63Official seal for share certificates, etc.
Section 64Company contracts
Section 65Pre-incorporation contract
Section 66Execution of documents
Section 67Execution of deeds
Division 10
TextAnnual Return
Section 68(1) A company shall lodge with the Registrar an annual return for each calendar year not later than thirty days from the anniversary of its...
Part III
TextMANAGEMENT OF COMPANY
TextShare and Capital Maintenance
Section 69Subject to the constitution of the company, shares in a company may—
Section 70Nature of shares
Section 71Rights and powers attached to shares
Section 72Preference shares
Section 73Prohibition to issue bearer’s share warrants
Section 74No par value shares
Section 75Exercise of power of directors to allot shares or grant rights
Section 76Allotment of shares or grant of rights with company approval
Section 77Registration of allotment in the register of members
Section 78Return of allotment
Section 79General prohibition of commissions, discounts and allowances
Section 80Permitted commissions
Section 81Differences in calls and payments, etc.
Section 82Calls on shares
Section 83Forfeiture of shares
Section 84Power of company to alter its share capital
Section 85Pre-emptive rights to new shares
Section 86Conversion of shares into stock
Section 87Rights and privileges of stockholders
Section 88Rights attached to shares
Section 89Classes of shares
Section 90Description of shares of different classes
Section 91Variation of class rights
Section 92Notifying shareholders of variation
Section 93Disallowance or confirmation of variation by Court
Section 94Delivery of order of Court to Registrar
Section 95Notifying Registrar of variation
Section 96Variation includes abrogation
Section 97Issuance of share certificate
Section 98Application for issuance of share certificate
Section 99Delivery of share certificate
Section 100Numbering of shares
Section 101Registration of members constitute as evidence of legal title
Section 102(1) The secretary shall cause the register of members to be properly kept and maintained regularly and all the particulars on issuance and...
Section 103Rectification
Section 104Loss or destruction of certificates
Section 105Requirement for instrument of transfer
Section 106Registration of transfer or refusal of registration
Section 107Order of Court for registration
Section 108Validation of shares improperly issued
Section 109Registration of transmission of shares or debentures
Section 110Limitation of liability of trustee, etc., registered as owner of shares
Section 111Lien on shares
Section 112Solvency test
Section 113Solvency statement
Section 114Offences regarding solvency statement
Section 115Unless otherwise provided in the constitution, a company may reduce its share capital by—
Section 116Reduction of share capital by Court
Section 117Reduction of share capital by private or public company
Section 118Creditor’s right to object to the reduction of the share capital by the company
Section 119Position at end of period for objection by creditor
Section 120Power of Court in relation to objection by creditor
Section 121A director making a statement under paragraph 119(2)(a)
Section 122Liability of members on reduced shares
Section 123Financial assistance by a company in dealings in its shares, etc.
Section 124If a company gives financial assistance in contravention of this
Section 125Section 123 shall not prohibit—
Section 126(1) This section shall not apply to a company whose shares are quoted on a stock exchange.
Section 127Purchase by a company of its own shares, etc.
Section 128Options to take up unissued shares
Section 129Register of options to take up unissued shares in a company
Section 130Power of company to pay interest out of capital in certain cases
Section 131Distribution out of profit
Section 132Distribution only if company is solvent
Section 133Recovery of distribution
Section 134Application and interpretation
Section 135Persons obliged to comply with Subdivision
Section 136Substantial shareholdings and substantial shareholders
Section 137Substantial shareholder to notify company of his interests
Section 138Substantial shareholder to notify company of change in his interests
Section 139Person who ceases to be substantial shareholder to notify company
Section 140References to operation of interests in shares
Section 141Copy of notice to be served on the Registrar
Section 142Notice to non-residents
Section 143Registrar may extend time for giving notice under this Subdivision
Section 144Company to keep and maintain register of substantial shareholders
Section 145Powers of Court with respect to defaulting substantial shareholders
Section 146In this Subdivision, unless the context otherwise requires—
Section 147Depositor deemed to be member
Section 148Transfer of securities is by way of book entry
Section 149Rectification of record of depositors
Section 150Non-application of section 472 to disposition made by way of book entry
Section 151Exemption from this Subdivision
Section 152Application of Subdivision 9
Section 153Power of Minister to exempt the application of Subdivision 9
Section 154Requirement to register and lodge prospectus
Section 155Registration of prospectus
Section 156Refusal to register a prospectus
Section 157Keeping of documents relating to prospectus
Section 158(1) An invitation to the public to deposit money with or lend money to a corporation or proposed corporation shall not be issued, circulate...
Section 159Form and content of prospectus
Section 160Consent from person to issue prospectus containing his statement
Section 161Relief from requirements as to form and content of prospectus
Section 162Retention of over-subscription in issuance of debenture
Section 163Certain advertisements deemed to be prospectuses
Section 164Document containing offer of shares for sale to be deemed prospectus
Section 165Information memorandum deemed to be prospectus
Section 166Supplemental prospectus or replacement prospectus
Section 167Civil liability for misstatement in prospectus
Section 168Criminal liability for misstatement in prospectus
Section 169Persons not to be taken to have authorized or caused issue of prospectus
Section 170Stop order
Section 171Application of Subdivision 10
Section 172Specific performance of contracts
Section 173Perpetual debentures
Section 174Power to re-issue redeemed debentures
Section 175Deposit of debentures to secure advances
Section 176Qualifications of trustee for debenture holders
Section 177Duties of trustee
Section 178Retirement of trustee
Section 179Contents of trust deed
Section 180Power of Court in relation to certain irredeemable debentures
Section 181Power of trustee to apply to Court for directions, etc.
Section 182Obligations of borrowing corporation
Section 183Obligation of guarantor corporation to furnish information
Section 184Loans and deposits to be immediately refundable on certain events
Section 185Liability of trustee for debenture holders
Section 186Prohibition of allotment unless minimum subscription received
Section 187Application for moneys to be held in trust until allotment
Section 188Restriction on allotment in certain cases
Section 189Requirements as to statements in lieu of prospectus
Section 190Restrictions on commencement of business in certain circumstances
Section 191Restriction on varying contracts referred to in prospectus, etc.
Section 192Liability of members
Section 193Liability for calls and forfeiture
Section 194Shareholders not bound to acquire additional shares by alteration to constitution
Section 195Members’ rights for management review
Section 196Directors of company
Section 197Persons connected with directors
Section 198Persons disqualified from being a director
Section 199Power of Court to disqualify persons from acting as director or promoter
Section 200Power of Registrar to remove name of disqualified director
Section 201Directors’ consent required
Section 202Named directors and subsequent directors
Section 203Appointment of directors of public company to be voted on individually
Section 204Validity of acts of directors and officers
Section 205Retirement of directors
Section 206Removal of directors
Section 207Right to be heard for directors of public company against removal
Section 208Vacation of office of director
Section 209Resignation, vacation or death of sole director or last remaining director
Section 210For the purposes of this Subdivision, in sections 213, 214, 215,
Section 211Functions of Board
Section 212Subject to the constitution, the provisions set out in the Third
Section 213Duties and responsibilities of directors
Section 214Business judgment rule
Section 215Reliance on information provided by others
Section 216Responsibility for actions of delegatee
Section 217Responsibility of a nominee director
Section 218Prohibition against improper use of property, position, etc.
Section 219General duty to make disclosure
Section 220Effect of other rules of law on duties of directors
Section 221Disclosure of interest in contracts, proposed contracts, property, offices, etc.
Section 222Interested director not to participate or vote
Section 223(1) Notwithstanding anything in the constitution, the directors shall not enter or carry into effect any arrangement or transaction for—
Section 224Loans to director
Section 225Prohibition of loans to persons connected with directors
Section 226Prohibition of tax free payments to directors
Section 227Payment to directors for loss of office, etc.
Section 228Transactions with directors, substantial shareholders or connected persons
Section 229Exception to section 228
Section 230Approvals for fees of directors
Section 231Directors’ service contracts
Section 232Copy of contracts to be available for inspection
Section 233Right of member to inspect and request copy
Section 234Contract with sole member who is also a director
Section 235Requirement for a secretary
Section 236Appointment of a secretary
Section 237Resignation of a secretary
Section 238Disqualification to act as a secretary
Section 239Removal of a secretary
Section 240Office of secretary shall not be left vacant
Section 241Requirement to register with Registrar
Section 242Prohibition to act in dual capacity
Section 243For the purposes of this Division—
Section 244Compliance with approved accounting standards
Section 245Accounts to be kept
Section 246System of internal control
Section 247Accounting periods of companies within the same group
Section 248Directors shall prepare financial statements
Section 249General requirements for financial statements
Section 250Subsidiaries to be included in consolidated financial statements
Section 251Financial statements to be approved by the Board
Section 252Directors shall prepare directors’ report
Section 253Contents of directors’ report
Section 254The provisions of this Act relating to the form and content of the report of the directors and the financial statements for a financial yea...
Section 255(1) The directors of a company may apply to the Registrar in writing for an order relieving the directors from any requirement of this Act...
Section 256Power of Registrar to require a statement of valuation of assets
Section 257Duty to circulate copies of financial statements and reports
Section 258Time allowed for sending out copies of financial statements and reports
Section 259Duty to lodge financial statements and reports with the Registrar
Section 260Duty to lodge certificate relating to exempt private company
Section 261Auditor’s statements
Section 262Definition of “outgoing auditor”
Section 263Company auditors to be approved by Minister charged with responsibility for finance
Section 264Company auditors
Section 265Registration of firms of auditors
Section 266Powers and duties of auditors
Chapter I
TextProvisions relating to Auditor of Private Company
Section 267(1) A private company shall appoint an auditor for each financial year of the company.
Section 268Power of Registrar to appoint auditors of private company
Section 269Term of office of auditors of private company
Section 270Prevention by members of deemed re-appointment of auditor
Chapter II
TextProvisions relating to Auditor of Public Company
Section 271(1) An auditor of a public company shall be appointed for each financial year of the company.
Section 272Power of the Registrar to appoint auditors of public company
Section 273Term of office of auditors of public company
Chapter III
TextGeneral Provisions relating to Auditors
Section 274(1) The remuneration of an auditor appointed—
Section 275Obligation to furnish particulars of payment made to auditors
Section 276Resolution to remove auditor from office
Section 277Special notice required for resolution to remove auditor from office
Section 278Notice to Registrar of resolution to remove auditor from office
Section 279Procedure to appoint auditor by written resolution
Section 280Procedure to appoint auditor at a meeting of members
Section 281Resignation of auditor
Section 282Notice of resignation of auditor to Registrar
Section 283Rights of resigning auditor of a public company
Section 284Duty to inform upon cessation of office
Section 285Attendance of auditors at general meetings where financial statements are laid
Section 286Auditor and other person to enjoy qualified privilege in certain circumstances
Section 287Duties of auditors to trustee for debenture holders
Section 288Provisions indemnifying directors or officers
Section 289Indemnity and insurance for officers and auditors
Section 290Passing a resolution
Section 291Ordinary resolutions
Section 292Special resolutions
Section 293General rules on voting
Section 294Votes by proxy
Section 295Votes of joint holders of shares
Section 296Right to object to a person’s entitlement to vote
Section 297Written resolutions of private companies
Section 298Eligibility of members to receive written resolution
Section 299Circulation date
Section 300Manner in which a written resolution to be circulated
Section 301Circulation of written resolutions proposed by directors
Section 302Members’ power to require circulation of written resolution
Section 303Circulation of written resolution proposed by members
Section 304Unless the company resolves otherwise—
Section 305Application not to circulate a member’s written resolution
Section 306Procedure for signifying agreement to written resolution
Section 307Period for agreeing to written resolution
Section 308Sending of documents relating to written resolutions by electronic means
Section 309Resolutions at meetings of members
Section 310Power to convene meetings of members
Section 311Power to require directors to convene meetings of members
Section 312Directors’ duty to call meetings required by members
Section 313Power of members to convene meeting of members at company’s expense
Section 314Power of Court to order meeting
Section 315Resolution passed at adjourned meeting
Section 316Notice required for meetings of members
Section 317Contents of notices of meetings of members
Section 318Notice of adjourned meetings of members
Section 319Manner in which notice to be given
Section 320Notification of publication of notice of meeting on website
Section 321Persons entitled to receive notice of meetings of members
Section 322Resolution requiring special notice
Section 323Power of members to require circulation of statements
Section 324Director’s duty to circulate members’ statement
Section 325Power of Court to order non-circulation of members’ statement
Section 326Sending documents relating to a meeting by electronic means
Section 327Meetings of members at two or more venues
Section 328Quorum at meetings
Section 329Chairperson of meetings of members
Section 330Declaration by chairperson on a show of hands
Section 331Right to demand a poll
Section 332Voting on a poll
Section 333Representation of corporations at meetings of members
Section 334Appointment of proxies
Section 335Notice of meetings of members to contain statement of rights to appoint proxies
Section 336Proxy as a chairperson of a meeting of members
Section 337Right of proxy to demand for a poll
Section 338Termination of a person’s authority to act as a proxy
Section 339Application to class meetings
Section 340Annual general meeting
Section 341Records of resolutions and meetings
Section 342Inspection of records of resolutions and meetings
Section 343Records as evidence of resolutions
Section 344Details of decisions provided by a sole member
Section 345For the purposes of this Division, “complainant” means—
Section 346Remedy in cases of an oppression
Section 347Derivative proceedings
Section 348Leave of Court
Section 349Effect of ratification
Section 350In granting leave under this section and sections 347 and 348, the
Section 351Injunction
Section 352Registration of charges
Section 353Types of charges require registration
Section 354Registration of charges created over property outside Malaysia
Section 355Registration of charges in series of debentures
Section 356Duty of company to register charges existing on property acquired
Section 357Register of charges to be kept by Registrar
Section 358Endorsement of certificate of registration on debentures
Section 359Assignment and variation of charge
Section 360Satisfaction and release of property from charge
Section 361Extension of time and rectification of register of charges
Section 362Company to keep instruments of charges and register of charges
Section 363Documents made out of Malaysia
Section 364Application of this Subdivision to foreign company
Section 365In this Subdivision, unless the context otherwise requires—
Section 366Power of Court to order compromise or arrangement with creditors and members
Section 367Power of Court to appoint an approved liquidator
Section 368Power of Court to restrain proceedings
Section 369Information as to compromise or arrangement with creditors and members
Section 370Reconstruction and amalgamation of companies
Section 371Right of offeror to buy out
Section 372Qualification for appointment of receiver or receiver and manager
Section 373Disqualification for appointment as receiver or receiver and manager
Section 374Appointment of receiver or receiver and manager
Section 375Appointment of receiver or receiver and manager under instrument
Section 376Appointment of receiver or receiver and manager by Court
Section 377Notice of appointment of receiver or receiver and manager
Section 378Vacancy in office of receiver or receiver and manager
Section 379Notice of cessation of office
Section 380Statement relating to appointment of receiver or receiver and manager
Section 381Liability of receiver or receiver and manager
Section 382Liability for contract
Section 383Power of receiver or receiver and manager
Section 384Application to Court for directions
Section 385Appointment of liquidator as receiver or receiver and manager in cases of winding up
Section 386Powers of receiver or receiver and manager on liquidation
Section 387Power of Court to fix remuneration of receiver or receiver and manager
Section 388Provisions as to information if receiver or receiver and manager appointed
Section 389(1) If a receiver or receiver and manager is appointed in respect of the property or undertaking of a company, the company and every direct...
Section 390Submission of statement of affairs
Section 391Lodging of accounts of receiver or receiver and manager
Section 392Payments of certain debts subject to floating charge in priority to claims under charge
Section 393Enforcement of duty of receiver or receiver and manager, etc., to make returns
Section 394For the purposes of this Division—
Section 395Non-application of this Subdivision
Section 396Persons who may propose voluntary arrangement
Section 397Proposal for voluntary arrangement
Section 398Moratorium
Section 399Summoning of meetings
Section 400Decisions of meetings
Section 401Implementation of proposal
Section 402Arrangements coming to an end prematurely
Section 403Non-application of this Subdivision
Section 404An application for an order that a company should be placed under a judicial management and for an appointment of a judicial manager may be...
Section 405Power of Court to make a judicial management order and appoint a judicial manager
Section 406Duration of judicial management order and its extension
Section 407Nomination of judicial manager
Section 408Notice of application for judicial management order
Section 409Dismissal of application for judicial management order
Section 410Effect of application for a judicial management order
Section 411Effect of judicial management order
Section 412Notification that a company is under judicial management order
Section 413Vacancy in appointment of judicial manager
Section 414General powers and duties of judicial manager
Section 415Power to deal with charged property, etc.
Section 416Agency and liability for contracts
Section 417Vacation of office and release
Section 418Information to be given by and to judicial manager
Section 419Company’s statement of affairs
Section 420Statement of proposals
Section 421Consideration of proposals by creditors’ meeting
Section 422Committee of creditors
Section 423Duty to manage company’s affairs, etc., in accordance with approved proposals
Section 424Duty to apply for discharge of judicial management order
Section 425Protection of interests of creditors and members
Section 426Undue preference in judicial management
Section 427Delivery and seizure of property
Section 428Duty to co-operate with judicial manager
Section 429Inquiry into company’s dealings, etc.
Section 430Application of provisions of winding up of a company under judicial management
Part IV
TextCESSATION OF COMPANIES
TextVoluntary and Compulsory Winding Up
Section 431The provisions of winding up in this Act shall apply to the winding up of a company for either mode specified in subsection 432(1), unless...
Section 432Modes of winding up
Section 433Qualification of liquidator
Section 434Government bound by certain provisions
Section 435Liability as contributories of present and past members
Section 436Nature of liability of contributory
Section 437Contributories in the case of death of member
Section 438Contributories in case of bankruptcy of member
Section 439Circumstances in which company may be wound up voluntarily
Section 440Interim liquidators
Section 441(1) A voluntary winding up shall commence—
Section 442Effect of voluntary winding up
Section 443Declaration of solvency
Section 444Distinction between “members” and “creditors” voluntary winding up
Section 445Appointment and removal of liquidator
Section 446Power to fill vacancy in office of liquidator
Section 447Duty of liquidator to call for creditors’ meeting in case of insolvency
Section 448Conversion to creditors’ voluntary winding up
Section 449Meeting of creditors
Section 450Liquidators in creditors’ voluntary winding up
Section 451Property and proceedings
Section 452Distribution of property of company
Section 453Appointment or removal of liquidator by Court
Section 454Remuneration of liquidators in voluntary winding up
Section 455Act of liquidator valid, etc.
Section 456Powers of liquidator in a voluntary winding up
Section 457(1) Where it is proposed that the whole or part of the business or property of a company is to be transferred or sold to another corporatio...
Section 458Annual meeting of members and creditors
Section 459Final meeting and dissolution
Section 460Arrangement binding on creditors
Section 461Application to Court to have questions determined or powers exercised
Section 462Costs
Section 463Limitation on right to wind up voluntarily
Section 464Petition of winding up
Section 465Circumstances in which company may be wound up by Court
Section 466Definition of “inability to pay debts”
Section 467Commencement of winding up by the Court
Section 468Payment of preliminary costs by petitioner
Section 469Powers of Court on hearing petition for winding up
Section 470(1) At any time after the presentation of a winding up petition and before a winding up order has been made, the company or any creditor or...
Section 471Action or proceeding stayed after winding up order
Section 472Avoidance of dispositions of property or certain attachment, etc.
Section 473Petition to be lis pendens
Section 474Lodgement of winding up order
Section 475Effect of winding up order
Section 476Interim liquidator
Section 477Appointment, style, etc., of liquidators
Section 478Receiver
Section 479Remuneration of liquidators in winding up by Court
Section 480Control of approved liquidator by Official Receiver
Section 481Control of Official Receiver by Minister
Section 482Resignation or removal of liquidator in winding up by Court
Section 483Custody and vesting of company’s property
Section 484Submission of statement of affairs of company
Section 485Report by liquidator
Section 486Powers of liquidator in winding up by Court
Section 487Exercise and control of liquidator’s powers
Section 488Liquidator to pay moneys received into bank account
Section 489Settlement of list of contributories and application of assets
Section 490Release of liquidators and dissolution of company
Section 491Orders of release or dissolution
Section 492Power of Court to stay winding up
Section 493Power of Court to terminate winding up
Section 494Matters relating to stay and termination of winding up
Section 495Debts due by contributory to company and extent of set off
Section 496Power of Court to make calls
Section 497Payment of moneys due to company into named bank
Section 498An order made by the Court under sections 495, 496 and 497
Section 499Appointment of special manager
Section 500Claims of creditors and distribution of assets
Section 501Inspection of books and papers by creditors and contributories
Section 502Power to summon persons connected with company
Section 503Power to order public examination of promoters, directors, etc.
Section 504Power to arrest absconding contributory
Section 505Delegation of powers of Court to liquidator
Section 506Powers of Court cumulative
Section 507Investment of surplus funds on general account
Section 508Unclaimed assets to be paid to receiver of revenue
Section 509Books and papers to be kept by liquidator
Section 510Control of Court over liquidators
Section 511Delivery of property to liquidator
Section 512Powers of Official Receiver where no committee of inspection
Section 513Notice of appointment and address of liquidator
Section 514Liquidator’s accounts
Section 515Liquidator to make good defaults
Section 516Notification that a company is in liquidation
Section 517Appeal against decision of liquidator
Section 518Books and papers of company
Section 519Expenses of winding up where assets insufficient
Section 520Resolutions passed at adjourned meetings of creditors and contributories
Section 521Meetings to ascertain wishes of creditors or contributories
Section 522Special commission for receiving evidence
Section 523Description of debts provable in winding up
Section 524Rights and duties of secured creditors
Section 525Rights and duties of unsecured creditors
Section 526Mutual credit and set-off
Section 527Priorities
Section 528Undue preference
Section 529Effect of floating charge
Section 530Liquidator’s right to recover in respect of certain sales to or by company
Section 531Disclaimer of onerous property
Section 532For the purposes of sections 533 and 534—
Section 533Restriction of rights of creditor as to execution or attachment
Section 534Duties of bailiff as to goods taken in execution
Section 535Power of Court to declare dissolution of company void
Section 536Offences by officers of companies in liquidation
Section 537Inducement to be appointed as liquidator, etc.
Section 538Falsification of books, etc.
Section 539Liability where proper accounts not kept
Section 540Responsibility for fraudulent trading
Section 541Power of Court to assess damages against delinquent officers, etc.
Section 542Prosecution of delinquent officers and members of company
Section 543Provisions of Division cumulative
Section 544For the purposes of this Division, “unregistered company”
Section 545Winding up of unregistered companies
Section 546Contributories in winding up of unregistered company
Section 547Power of Court to stay or restrain proceedings
Section 548Outstanding assets of a dissolved unregistered company
Section 549Power of Registrar to strike off company
Section 550Application to strike off company
Section 551Notice of intention to strike off company
Section 552Objection to striking off
Section 553Withdrawal of striking off application
Section 554Effect of striking off
Section 555Power of Court to reinstate struck off company into register
Section 556Power of Registrar to represent dissolved company in certain circumstances
Section 557Registrar
Section 558Disposal of outstanding interests in property
Section 559Registrar
Section 560Accounts and audit
Part V
TextMISCELLANEOUS
TextForeign Companies
Section 561(1) A foreign company shall not carry on a business in Malaysia unless the foreign company is registered as a foreign company under this Ac...
Section 562Registration of foreign companies
Section 563Requirement for foreign companies to have agent
Section 564Name of foreign company and its publication
Section 565Obligation to state name of foreign company, whether limited, and place where incorporated
Section 566Requirement to have a registered office
Section 567Return to be filed where documents, etc., altered
Section 568The branch register
Section 569Registration of shares in branch register
Section 570Removal of shares from branch register
Section 571Index of members, inspection and closing of branch registers
Section 572Transfer of shares and rectification
Section 573Branch register to be prima facie evidence
Section 574Accounts to be kept by foreign companies
Section 575Financial statements
Section 576Annual return
Section 577Service of notice
Section 578Cessation of business in Malaysia
Section 579Power of foreign companies to hold immovable property
Section 580Any person summoned for examination under section 502 or 503
Section 580ASecurity for costs
Section 581Power to grant relief
Section 582Irregularities in proceedings
Section 583Disposal of shares of shareholder whose whereabouts unknown
Section 584Furnishing of information and particulars of shareholding
Section 585Court may compel compliance
Section 586Translations of instruments
Section 587Protection to certain officers who make disclosures
Section 588General penalty
Section 589Proceedings how and when taken
Section 590Investigation of affairs of company at direction of Minister
Section 591False and misleading statements
Section 592False reports
Section 593False report or statement to the Registrar
Section 594Fraudulently inducing persons to invest money
Section 595Fraud by officer
Section 596Restriction on offering shares, debentures, etc., for subscription or purchase
Section 597“Sendirian”
Section 598Prosecution of delinquent officers of company
Section 599Evidentiary value of copies certified by Registrar
Section 600In any legal proceedings—
Section 601Registers and inspection of register
Section 602Rectification of registers
Section 603Disposal of old records
Section 604Electronic lodgement of documents
Section 605Issuing document electronically
Section 606Electronic information, etc., certified by Registrar admissible in evidence
Section 607Enforcement of duty to make returns
Section 608Relodging of lost or destroyed documents
Section 609Time for lodging documents and extension of time
Section 610Particulars and manner of information required to be lodged under this Act
Section 611Time for compliance with the requirements under this Act
Section 612Methods of communication between company and members
Section 613Power to make regulations
Section 614Power to impose terms and conditions
Section 615Exemption
Section 616The Rules Committee constituted under the Courts of Judicature
Section 617Power to amend Schedules
Section 618Transitional provisions relating to abolition of nominal value
Section 619General transitional provisions
Section 620Repeal and savings
Section 15(1) Any pending application for—
Section 1A prospectus shall be printed in a size not smaller than the type known as eight point Times unless the Registrar, before the issuing, adve...
Section 2A prospectus shall be dated and that date shall, unless the contrary is proved, be taken as the date of issue of the prospectus.
Section 3To state that a copy of the prospectus has been lodged with and registered by the
Section 4Immediately after the statement under paragraph 3 is made, the prospectus shall state that the Registrar takes no responsibility as to the...
Section 5To state that no shares or debentures or that no shares and debentures, as the case may be, shall be allotted on the basis of the prospectu...
Section 6If a prospectus contains any statement made by an expert whose consent is required under section 160, the prospectus shall state the date o...
Section 7A prospectus shall not contain the name of any person as a trustee for debenture holders or as an auditor or a banker or an advocate of the...
Section 8In addition to paragraph 7, where the prospectus offers shares in or debentures of a foreign company incorporated or to be incorporated, th...
Section 9The matters stated in a prospectus must be within the knowledge of the directors, promoters, principal advisers, auditors, advocates, value...
Section 10Full accountability for the accuracy of all information in the prospectus and the responsibility to ensure that there is no omission of fac...
Section 11For the purposes as to form and content of a prospectus, the company and every person named in the prospectus shall comply with any guideli...
Section 12Companies 585
Section 13The number of shares, if any, fixed by the constitution as the qualification of a director, and any provision in the constitution as to the...
Section 14The names, descriptions and addresses of all the directors or proposed directors.
Section 15Where the prospectus relates to shares, particulars as to—
Section 16The nature of the company’s business and the names of all corporations which are by virtue of section 7 deemed to be related to the company.
Section 17The time of the opening of the subscription lists.
Section 18The amount payable on application and allotment on each share or where that amount may vary during the currency of the offer, the basis of...
Section 19The number, description and amount of any shares in or debentures of the company which any person has, or is entitled to be given, an optio...
Section 20The number and amount of shares and debentures which within the two preceding years have been issued, or agreed to be issued, as fully or p...
Section 21(a) With respect to any property to which this paragraph applies—
Section 22Companies 587
Section 23The amount, if any, paid within the two preceding years, or payable, as commission, but not including commission to sub-underwriters, for s...
Section 24The amount or estimated amount of preliminary expenses and the persons by whom any of these expenses have been paid or are payable, and the...
Section 25Any amount or benefit paid or given within the two preceding years or intended to be paid or given to any promoter, and the consideration f...
Section 26The dates of, parties to, and general nature of every material contract, not being a contract entered into in the ordinary course of the bu...
Section 27The names and addresses of the auditors of the corporation.
Section 28Full particulars of the nature and extent of the interest, direct or indirect, if any, of every director and of every expert in the promoti...
Section 29Where the prospectus relates to shares, if the share capital of the corporation is divided into different classes of shares, the right of v...
Section 30In the case of a corporation which has been carrying on business, or of a business which has been carried on, for less than three years, th...
Section 31Where the prospectus relates to invitation to the public to deposit money or lend money to a corporation, the prospectus shall include—
Section 32The prospectus shall set out the reports of the approved company auditor named in the prospectus, the directors or proposed directors of th...
Section 1Shares of RM fully paid
Section 2Shares upon which RM per share credited as paid
Section 3Debentures RM
Section 4Consideration: The consideration for the issue or intended issue of those shares and debentures Number, description and amount of any share...
Section 1Shares of RM and debentures
Section 2Until
Section 3RM
Section 4Consideration for option or right to option
Section 5Names and addresses
Section 1Where it is proposed to acquire a business, a report by an approved company auditor, who shall be named in the statement, with respect to—
Section 2Companies 593
Section 1In this Schedule, the expression “vendor” includes any person who is a vendor for the purposes of the First Schedule.
Section 2If in the case of a business which has been carried on, or of a corporation, which has been carrying on business, for less than five years,...
Section 3Any report required by Part II of this Schedule shall either indicate by way of note any adjustments as respects the figures of any profits...
Section 1The directors may elect one of their numbers as chairperson of the Board and determine the period for which he is to hold office.
Section 2If no chairperson is elected, or if at any meeting of the Board the chairperson is not present within fifteen minutes after the time appoin...
Section 3Notice of meeting
Section 4A notice of a meeting of the Board shall be sent to every director who is in Malaysia, and the notice shall include the date, time and plac...
Section 5An irregularity in the notice of a meeting is waived if all directors entitled to receive notice of the meeting attend the meeting without...
Section 6Methods of holding meetings
Section 7Quorum
Section 8No business may be transacted at a meeting of the Board if a quorum is not present.
Section 9Voting
Section 10The chairperson shall have a casting vote.
Section 11A resolution of the Board is passed if it is agreed to by all directors present without dissent or if a majority of the votes cast on it ar...
Section 12A director present at a meeting of the Board is presumed to have agreed to, and to have voted in favour of, a resolution of the Board unles...
Section 13Minutes
Section 14Resolution passed at adjourned meetings
Section 15Resolution in writing
Section 16Any such resolution may consist of several documents, including facsimile or other similar means of communication, in similar form and each...
Section 17A copy of any such resolution shall be entered in the minute book of Board proceedings.
Section 18Other proceedings
Section 19Committees of the Board
Section 20A committee may elect a chairperson of its meetings and may determine its own proceedings.
Section 21Any questions arising at any meeting of a committee shall be determined by a majority of votes of the members present, and in the case of a...
Section 22Managing Directors
Section 23A director appointed to the office of managing director shall not, while holding that office, be subject to retirement by rotation or be ta...
Section 24A managing director shall, subject to the terms of any agreement entered into in any particular case, receive such remuneration, whether by...
Section 25The Board may entrust to and confer upon a managing director any of the powers exercisable by the Board upon such terms and conditions and...
Section 26Associate Directors
Section 27The Board may fix, determine and vary the powers, duties and remuneration of any person so appointed, but a person so appointed shall not h...
Section 1Malaysian Institute of Chartered Secretaries and Administrators
Section 2Malaysian Institute of Accountants
Section 3Malaysian Bar
Section 4Malaysian Association of Company Secretaries
Section 5Malaysian Institute of Certified Public Accountants
Section 6Sabah Law Society
Section 7Advocates Association of Sarawak
Section 1Each report to which section 252 relates, shall state the following details:
Section 2The report shall state, in respect of the directors or past directors of the company, the amount of—
Section 3The directors of a company shall state in the report whether he has, since the end of the previous financial year, received or become entit...
Section 4Where at the end of a financial year a company is the subsidiary of another corporation, the directors of the company shall state in, or by...
Section 5Where any option has been granted during the period covered by the profit and loss account to take up unissued shares of a company, the dir...
Section 6The directors’ report shall specify—
Section 7The director’s report shall specify clearly either in the profit and loss account of the holding company or consolidated profit and loss ac...
Section 8If the auditor’s report on the accounts of a subsidiary company is qualified in any way, the consolidated balance sheet of the holding comp...
Section 9The auditor’s report shall be shown under separate headings in the balance sheet of every subsidiary company the extent of its holding of s...
Section 10The total amount paid to or receivable by the auditors as remuneration for their services as auditors, inclusive of all fees, percentages o...
Section 1Each report prepared under section 252 may include a business review.
Section 2The business review may, to the extent necessary for an understanding of the development, performance or position of the company’s business...
Section 3If the review does not contain any of the information mentioned in subparagraphs 2(a), (b), (c) and (d), it shall state which of the inform...
Section 4The review may, where appropriate, include references to, and additional explanations of, amounts included in the company’s financial state...
Section 5In relation to a group directors’ report, this Part has effect as if the references to the company include references to its subsidiary inc...
Section 6Nothing in this Part requires the disclosure of information about impending developments or matters in the course of negotiation if the dis...
Section 7Nothing in subparagraph 2(e) requires the disclosure of information about a person if the disclosure would, in the opinion of the directors...
Section 8For the purposes of this Part, “key performance indicators” means factors by reference to which the development, performance or position of...
Section 1Subject to the provisions of this Schedule, a receiver or receiver and manager of the property of a company has the powers to do all things...
Section 2Without limiting the generality of paragraph 1, but subject to any provision of the Court order by which, or the instrument under which, th...
Section 3The conferring by this Schedule on a receiver or receiver and manager of powers in relation to the property of the company does not affect...
Section 4In this Schedule, a reference, in relation to a receiver or receiver and manager, to property of a company is, unless the context otherwise...
Section 1During a moratorium, a nominee shall monitor the company’s affairs for the purpose of forming an opinion as to whether—
Section 2The nominee may request from the directors or Official Receiver and the directors or Official Receiver shall submit to the nominee, any inf...
Section 3Companies 607
Section 4The reference in subparagraph 1(b) to the company’s business is to that business as the company proposes to carry on during the moratorium.
Section 5The nominee shall withdraw his consent to act if, at any time during a moratorium—
Section 1A company is eligible for a moratorium for corporate voluntary arrangement proposed by directors if—
Section 2A company is eligible for a moratorium for corporate voluntary arrangement proposed by judicial manager or liquidator if—
Section 3Duration and extension of moratorium
Section 4At any meeting where it is proposed to extend the moratorium, before a decision is taken with respect to that proposal, the nominee shall i...
Section 5A moratorium shall end at the end of the day of the meeting summoned under section 399, unless it is extended under paragraph 3.
Section 6If a moratorium is extended under paragraph 3, it shall end at the end of the day to which it is extended.
Section 7If no meeting under paragraph 4 is summoned by the nominee within the period of twenty-eight days as required under paragraph 3, the morato...
Section 8A moratorium shall come to an end if a nominee withdraws his consent to act under the Seventh Schedule. Companies 609
Section 9Notification of commencement of moratorium
Section 10After being notified under paragraph 9, the nominee shall, within seven days of the commencement of the moratorium period—
Section 11For the purposes of this Schedule, “petitioning creditor” means a creditor by whom a winding up petition has been presented before the comm...
Section 12Notification of end of moratorium
Section 13Moratorium committee
Section 14The meeting under paragraph 13 shall approve an estimate of the expenses to be incurred by the committee in the exercise of the proposed fu...
Section 15Any expenses not exceeding the amount of the approved estimate under paragraph 14 incurred by the committee in the exercise of its function...
Section 16The committee shall cease to exist when the moratorium comes to an end. Effects of moratorium
Section 17During the period for which a moratorium is in force—
Section 18Company invoices, orders for goods, etc.
Section 1The liquidator may, and shall if requested by any creditor or contributory, summon separate meetings of the creditors and contributories fo...
Section 2If there is a difference between the determination of the meetings of the creditors and contributories, the Court shall decide the differen...
Section 3Appointment of committee of inspection in voluntary winding up
Section 4Notwithstanding paragraph 3, the creditors may, if the creditors think fit, resolve that all or any of the persons appointed by the company...
Section 5Constitution
Section 6Proceedings
Section 7The committee may act by a majority of the members present at a meeting, but shall not act unless a majority of the committee is present.
Section 8Resignation and removal of member
Section 9A member of the committee may be removed by an ordinary resolution at a meeting of creditors, if he represents creditors, or of contributor...
Section 10Vacation of office
Section 11Vacancy
Section 12The liquidator, may at any time of his own motion and shall, within seven days from a request in writing of a creditor or contributory, sum...
Section 13Companies 615
Section 1The liquidator may in the case of a members’ voluntary winding up, with the approval of a special resolution of the company and, in the cas...
Section 2The liquidator may exercise any of the other powers by this Act given to the liquidator in a winding up by the Court.
Section 3The liquidator may exercise the power of the Court under this Act of settling a list of contributories, and the list of contributories shal...
Section 4The liquidator may exercise the power of the Court of making calls or summon general meetings of the company for the purpose of obtaining t...
Section 5The liquidator may pay the debts of the company and adjust the rights of the contributories among themselves.
Section 6When several liquidators are appointed, any power given by this Act may be exercised by one or more of the liquidators as is determined at...
Section 1The liquidator may, with the authority either of the Court or of the committee of inspection—
Section 2The liquidator may apply to the Court or the committee of inspection for the authority given for the purpose of subparagraph 1(e) without a...

Common questions

What is Companies Act 2016?: Companies Act 2016 is Malaysia Act, cited as Act 777 2016, currently marked in force and first recorded in 2016.
Is Companies Act 2016 still in force?: Yes — Companies Act 2016 is currently in force.
When did Companies Act 2016 take effect?: Companies Act 2016 was first recorded in 2016.
How many sections does Companies Act 2016 have?: Companies Act 2016 contains 768 sections.
What amends Companies Act 2016?: Companies Act 2016 has been amended by Akta Syarikat (Pindaan) 2019 and Companies (Amendment) Act 2024.
Where can I read the official version of Companies Act 2016?: The official text of Companies Act 2016 is published at lom.agc.gov.my.

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Malaysian law

Reference: Act 777 2016
Version shown: English, as at 2022
Status of this text: Official translation

Legislative history

You are reading the updated-2022-08-01 text, which already incorporates the amendments below.

Enacted 2016. Current status: In force

Amendment history of *COMPANIES ACT 2016
Amending instrument	Year
Akta Syarikat (Pindaan) 2019	2019
Companies (Amendment) Act 2024	2024

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Companies Act 2016

Contents

Common questions

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