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  Understanding the Role of a Constitution in Malaysian Companies:  When and Why a Company Secretary Recommends Adoption The Constitution of a company serves as its foundational governance document, outlining the rules and procedures for internal management. In Malaysia, under the Companies Act 2016 (CA 2016) , companies are no longer mandated to adopt a constitution, marking a shift from the previous regime that required a Memorandum and Articles of Association (M&A). However, a constitution remains a critical tool for structuring a company’s operations, particularly in complex or shareholder-sensitive scenarios. As a Company Secretary (CoSec) , advising on its adoption requires balancing regulatory compliance, practical governance needs, and stakeholder interests. This article explores the circumstances under which a constitution is recommended, its benefits, and how its adoption aligns with corporate best practices in Malaysia. Extract of CA2016 1. What is a Consti...

  Here are 20 common questions business owners in Phase 3 and Phase 4 would ask regarding e-Invoicing implementation , along with detailed and straightforward answers, based on guidelines issued by Inland Revenue Board of Malaysia (IRBM): General Information & Implementation Timeline: 1. What is e-Invoicing?    An electronic invoice (e-Invoice) is a digitally structured invoice generated, transmitted, received, and processed electronically via IRBM's MyInvois platform. It replaces traditional paper-based invoices.  2. Who falls under Phase 3 and Phase 4 implementation? Phase 3 : Taxpayers with annual turnover over RM500,000 up to RM25 million (implementation date: 1 July 2025 ). Phase 4 : Taxpayers up to RM500,000 turnover (implementation date: 1 January 2026 ). Refer to IRBM e-Invoice Guideline for more details.  3. Why does Malaysia implement e-Invoices?    To streamline business administra...

  The Vital Role of the Company Secretary: A Director's Most Important Governance Partner In an increasingly complex regulatory environment, the role of a company secretary has evolved from mere administrative support to that of a strategic governance partner. Directors who benefit from highly competent company secretaries gain valuable protection, guidance, and efficiency. This article examines the modern company secretary's role, their legal standing, and why their competence is crucial for effective board performance. Legal Foundation of the Company Secretary Role The position of company secretary is established in corporate law across numerous jurisdictions. In the UK, the Companies Act 2006 requires all public companies to appoint a company secretary, while private companies have the option to do so. In the US, state corporate laws like the Delaware General Corporation Law don't mandate the position, but most corporations appoint one under t...

  Understanding Dividends in Malaysia: A Guide for Shareholders and Directors In the corporate landscape of Malaysia, dividends represent one of the primary ways shareholders receive returns on their investments. However, the declaration and distribution of dividends involve complex legal considerations that both directors and shareholders must understand to ensure compliance with the Companies Act 2016 (CA 2016).   What Are Dividends?   Dividends are distributions of a company's profits to its shareholders, typically paid in cash but sometimes issued as additional shares. They represent a tangible return on investment for shareholders and signal a company's financial health and management philosophy.   Legal Framework Governing Dividends in Malaysia   The distribution of dividends in Malaysia is primarily governed by the CA 2016, which introduced significant changes from the previous Companies Act 1965. Understanding these provisions is crucial for co...

In corporate accounting in Malaysia, it’s essential to distinguish between “Amount Due to Director” and “Amount Due from Director” because each carries different accounting and tax implications. When you record an “Amount Due to Director,” you are acknowledging a liability ( credit side of Trial Balance, same as Revenue, also on credit side )  on your company’s balance sheet. This relates to genuine obligations the company has toward a director, such as unpaid salaries, bonuses, or advances that have not yet been repaid. In this case, the company owes money to the director, and the transaction must be properly documented to show that the payment is a regular, legitimate expense. If not clearly identified, such liabilities might be scrutinised by LHDN (Malaysia Inland Revenue Board) to ensure they are not misclassified in an attempt to reduce taxable income or mask non-deductible expenses. In contrast, an “Amount Due from Director” represents a receivable, meaning that the director...

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To wind up a Limited Liability Partnership (LLP) in Malaysia, the process involves several steps governed by the Limited Liability Partnerships Act 2012 and requires coordination with various authorities, notably the Inland Revenue Board (LHDN) and the Companies Commission of Malaysia (SSM).  Here’s a detailed overview of the winding-up process: : : The LLP must be dormant, meaning it should not be carrying on any business or operations. All bank accounts must be closed, and there should be no assets or liabilities remaining. : Ensure that all debts, liabilities, and penalties under the LLP Act have been settled. This includes any outstanding tax obligations with LHDN. : All relevant employee registrations (EPF, SOCSO, EIS) must be closed before proceeding with the application for winding up. : Submit the final tax return (Form PT and Form E) to LHDN and obtain a written notice (CP7(PT) Form) confirming that there are no objections to the dissolution of the LLP....