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Amendment Act · As enacted · 1 part

Companies Commission of Malaysia (Amendment) Act 2015

Amends the Companies Commission of Malaysia Act 2001

Official textFrom Laws of Malaysia Online, unchanged

s 1Short title and commencement

(1)

This Act may be cited as the Companies Commission of

Malaysia (Amendment) Act 2015.

(2)

This Act comes into operation on a date to be appointed by the Minister by notification in the Gazette and the Minister may appoint different dates for the coming into operation of different parts or different provisions of this Act.

s 2Amendment of section 2

The Companies Commission of Malaysia Act 2001 [Act 614], which is referred to as the “principal Act” in this Act, is amended in section 2—

(a)

by inserting after the definition of “member” the following definitions:

‘ “business entity” means—

(a)

in the case of the Registration of Businesses

Act 1956 [Act 197], any sole proprietorship or partnership;

companies commission of malaysia

(amendment) act 2015

(b)

in the case of the Companies Act 1965 [Act 125], a company, corporation or foreign company; and

(c)

in the case of the Limited Liability Partnerships

Act 2012 [Act 743], a limited liability partnership or a foreign limited liability partnership;

“document” has the meaning assigned to it in the

Evidence Act 1950 [Act 56];’;

(b)

by substituting for the definition of “Minister” the following definition:

‘ “Minister” means the Minister charged with the responsibility for the registration of companies, trust companies, businesses and limited liability partnerships;’;

(c)

by inserting after the definition of “Minister” the following definition:

‘ “Registrar” means the Registrar designated under subsection 20a(1);’; and

(d)

by inserting after the definition of “corporation” the following definition:

‘ “limited liability partnership” has the meaning assigned to it in the Limited Liability Partnerships

Act 2012;’.

s 3Substitution of section 6

The principal Act is amended by substituting for section 6

the following section:

s 6“Membership of the Commission

(1)

The Commission shall consist of the following members who shall be appointed by the Minister:

(a)

a Chairman;

Companies Commission of Malaysia (Amendment)

(b)

the Chief Executive Officer;

(c)

not more than three persons from the public service;

and

(d)

not more than four persons who shall be qualified persons as defined in the Legal Profession Act 1976 [Act 166] or persons who possess the relevant knowledge or experience in commercial or company matters.

(2)

The Minister may appoint any member of the Commission, other than the Chief Executive Officer, to act as the acting

Chairman for the period when—

(a)

the office of the Chairman is vacant;

(b)

the Chairman is absent from duty or from Malaysia;

(c)

the Chairman is, for any other reason, unable to perform the duties of his office.”.

s 4Amendment of section 9

Paragraph 9(b) of the principal Act is amended by substituting for the words “and sentenced to” the words “which is punishable with”.

s 5Substitution of section 11

The principal Act is amended by substituting for section 11

the following section:

“The Chief Executive Officer and Deputies Chief Executive

s 11Officer

(1)

The Minister shall appoint any person to be the

Chief Executive Officer of the Commission on the terms and conditions as he may determine and may revoke the appointment of any person so appointed.

(2)

The Chief Executive Officer appointed under subsection (1)

shall—

(a)

be a qualified person as defined in the Legal Profession

Act 1976; or

(b)

possess relevant knowledge or experience in commercial or company matters.

(3)

The Chief Executive Officer shall be responsible for the day-to-day administration of the Commission.

(4)

The Minister may appoint such number of Deputies

Chief Executive Officer as may be necessary and may revoke the appointment of any person so appointed.

(5)

The Deputies Chief Executive Officer shall be subject to the direction and control of the Chief Executive Officer and may perform the duties of the Chief Executive Officer under this Act.

(6)

The Minister may appoint any person referred to in subsection (4) or any other person as he thinks fit to act as the acting Chief Executive Officer for the period when—

(a)

the office of the Chief Executive Officer is vacant;

(b)

the Chief Executive Officer is, for any other reason, unable to perform the duties of his office.”.

s 6Amendment of section 17

Paragraph 17(d) of the principal Act is amended by inserting after the words “good corporate governance” the words “and to encourage and to promote corporate responsibility and business sustainability;”.

Companies Commission of Malaysia (Amendment)

s 7Amendment of section 18

Subsection 18(2) of the principal Act is amended by inserting after paragraph (e) the following paragraphs:

“(ea) to formulate, conduct and implement educational and training programmes relating to the laws specified in the First Schedule;

(eb)

to grant and renew licences under this Act or the laws specified in the First Schedule;”.

s 8Substitution of section 20

The principal Act is amended by substituting for section 20

the following section:

s 20“Delegation of the Commission’s functions or powers

(1)

The Commission may delegate any of its functions or powers under this Act to—

(a)

any member of the Commission;

(b)

a committee established by the Commission;

(c)

the Chief Executive Officer of the Commission;

(d)

any Deputy Chief Executive Officer of the

Commission;

(e)

the Registrar; or

(f)

any employee of the Commission.

(2)

Any person delegated with such functions or powers shall comply with all conditions or restrictions imposed by the Commission and all requirements, procedures and matters specified by the Commission.

(3)

Any functions or powers delegated under this section shall be performed and exercised in the name and on behalf of the Commission.

(4)

The delegation under this section shall not preclude the Commission itself from performing or exercising at any time any of the delegated functions or powers.”.

s 9New Parts IIIa, IIIb and IIIc

The principal Act is amended by inserting after Part III the following Parts:

“Part IIIa

FUNCTIONS AND POWERS OF THE REGISTRAR

Registrar, Deputy Registrars and Assistant Registrars 20a. (1) The Chief Executive Officer of the Commission shall be the Registrar for the purposes of the laws specified in the First Schedule.

(2)

The Commission may appoint such number of Deputy

Registrars, Assistant Registrars or other employees, from amongst the persons in the employment of the Commission, for the proper administration of the laws specified in the First

Schedule on the terms and conditions as it may determine and may revoke the appointment of any person so appointed.

(3)

Subject to the general direction and control of the

Registrar and to such restrictions and limitations as may be prescribed, anything by this Act or the laws specified in the First Schedule appointed or authorized or required to be done or signed by the Registrar may be done or signed by any Deputy Registrar or Assistant Registrar and shall be as valid and effectual as if done or signed by the Registrar.

s 20bCourt to take judicial notice of seal, etc. of Registrar, etc.

The Court shall take judicial notice of the seal and signature of the Registrar, Deputy Registrars or Assistant

Registrars, as the case may be.

Companies Commission of Malaysia (Amendment)

Part IIIb

ISSUANCE OF GUIDELINES, PRACTICE NOTES, ETC.

s 20cPower to issue guidelines, practice notes, etc.

(1)

For the purposes of this Act and the laws specified in the First Schedule, the Commission may issue guidelines, practice notes, notices or circulars as it considers appropriate and may impose any condition or restriction as the Commission thinks fit.

(2)

The person to whom the guidelines, practice notes, notices or circulars referred to in subsection (1) applies shall comply and give effect to such guidelines, practice notes, notices or circulars.

(3)

The Commission may revoke, vary, revise or amend the whole or any part of any guidelines, practice notes, notices or circulars issued under this section.

Power to publish information 20d. (1) If the Commission or Registrar thinks that it is necessary or expedient in the interest of the public or for the protection of shareholders, the Commission or Registrar may publish any information in any form or manner in relation to—

(a)

the grant of, lapsing, renewal, revocation or suspension of a licence, an approval or an exemption, under this

Act or the laws specified in the First Schedule to any person;

(b)

the imposition of a condition or restriction under this

Act or the laws specified in the First Schedule to any person;

(c)

any action taken under section 20e;

(d)

an order by the Court in relation to the disqualification of directors;

(e)

the compounding of any offence under this Act or any other laws, whether the laws of Malaysia or any territory or country outside Malaysia;

(f)

any civil or criminal proceedings brought against any person under this Act or any other laws, whether the laws of Malaysia or any territory or country outside

Malaysia, including the outcome of such proceedings;

(g)

any other information that the Commission or the

Registrar thinks appropriate in the interest of the public or the protection of the shareholders.

(2)

The Commission or Registrar shall not publish any information derived from the forms or returns required to be lodged with the Registrar under the laws specified in the

First Schedule.

Power to take action 20e. (1) A person commits a breach if—

(a)

he fails to comply with any provisions of this Act or the laws specified in the First Schedule;

(b)

he fails to comply with or give effect to any guidelines, practice notes, notices or circulars issued under section 20c; or

(c)

he fails to comply with or give effect to any condition or restriction imposed under section 20c.

(2)

If a person has committed a breach and the Commission or the Registrar is satisfied that it is appropriate in all the circumstances to take action against that person, the

Commission or the Registrar may take any one or more of the following actions:

(a)

direct the person to comply with or give effect to the provisions of this Act or the laws specified in the

First Schedule, guidelines, practice notes, notices, circulars, conditions or restrictions;

Companies Commission of Malaysia (Amendment)

(b)

impose an administrative penalty, in proportion to the severity or gravity of the breach, but in any event not exceeding five hundred thousand ringgit;

(c)

reprimand the person; or

(d)

direct the person to take the necessary steps to remedy the breach or to mitigate the effect of such breach, including making restitution to any person aggrieved by the breach.

(3)

The Commission or the Registrar shall give a written notice to the person who has committed the breach of its intention to take action under subsection (2) and shall give that person an opportunity to be heard.

(4)

If the person fails to comply with the directions given by the Commission or the Registrar under paragraphs (2)(a)

and (d), the Commission or the Registrar may apply to the

Court for one or more of the following orders:

(a)

an order directing the person to comply with the direction given by the Registrar;

(b)

an order directing the person to pay any costs incurred by the Registrar or any other person effected by the non-compliance with the direction given by the

Registrar, arising from the non-compliance of the directions; or

(c)

any other orders that the Court considers appropriate.

(5)

Where a person fails to pay an administrative penalty imposed by the Commission or the Registrar under paragraph

(2)

(b)

, the administrative penalty imposed by the Commission or the Registrar may be recovered as a civil debt due to the

Commission or the Registrar, as the case may be.

(6)

For the purpose of paragraph (2)(d), in determining whether or not restitution is to be made by the person, the

Commission or the Registrar shall have regard to—

(a)

the profits that have accrued to such person; or

(b)

whether one or more persons have suffered loss or been otherwise adversely affected as a result of the breach.

(7)

Nothing in this section shall prejudice the operation of any section imposing penalties on any person in respect of any failure under subsection (1), nor any power that the

Commission, the Registrar, any other person or the Court may have under this Act or the laws specified in the First

Schedule.

Part IIIC

Read on from Part IIIC

Companies Commission of Malaysia (Amendment) Act 2015

s 6“Membership of the Commission

s 11Officer

Part IIIC

Schedules