MALAYSIA Law and Practice Contributed by: Dato’ Tan Yee Boon, Stephanie Chan Pik Jia and Joaana Keng Li Xin, David Lai & Tan
The complainant shall give 30 days’ notice in writing to the directors of his or her intention to apply for the leave of court, and an action should be initiated within 30 days where leave is grant - ed. When deciding whether or not leave ought to be granted, the court will consider whether the complainant is acting in good faith, and whether it is in the best interest of the company. If leave is granted, the action is initiated in the company’s name, and any settlement or discontinuance requires the court’s approval. This mechanism ensures that the company’s interests are preserved, especially in situations where those in control are unwilling or unable to act against misconduct. 5.5 Disclosure by Shareholders in Publicly Traded Companies In Malaysia, shareholders of publicly listed com - panies are subject to specific disclosure obliga - tions. Substantial Shareholding Disclosure Under Section 137 of CA 2016, individuals or entities with shareholdings exceeding specific thresholds – namely, 5% or more of the com - pany’s voting rights – are required to notify the company and CCM in writing of any changes to their interest in the company’s voting shares within three days from the date the change occurs. Failure to comply may result in fines of up to RM1 million and additional daily penalties for ongoing non-compliance. Beneficial Ownership Reporting The Companies (Amendment) Act 2024 intro - duced Section 60B into CA 2016, where every company must maintain a register of its ben - eficial owners and include their details in this register. This register must be kept either at the company’s registered office or at another loca -
tion in Malaysia that has been notified to the CCM. Companies are required to lodge any changes to this information with the CCM within 14 days of the change. Additionally, companies must retain records of former beneficial owners for seven years after they cease to be beneficial owners. Failure to comply may result in fines of up to RM20,000 and additional daily penalties for ongoing non-compliance. 6. Corporate Reporting and Other Disclosures 6.1 Financial Reporting In Malaysia, companies are subject to annual and periodic financial reporting requirements under CA 2016, with additional requirements for public listed companies under the Listing Requirements. Private companies shall prepare financial state - ments and reports, circulate them to members and subsequently lodge them with the CCM. Under Section 68 of CA 2016, companies are required to lodge their annual returns with the CCM within 30 days from each anniversary of incorporation. This requirement does not apply to the calendar year of incorporation. As for public listed companies, they shall present the financial statements and reports at their AGM and lodge them with the CCM. Similar to private companies, public listed companies must lodge their annual returns with the CCM within 30 days from the each anniversary of incorporation. This requirement is not applicable to the company in the calendar year in which it is incorporated. Extensions for lodgement may be granted by the CCM upon application by private and public listed companies.
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