KUALA LUMPUR: H5N1 society manager who breaches the newly-implemented Companies Act 2016 volition aspect upwards a heavier fine of upwards to RM3mil together with a maximum five-year term of imprisonment, or both, if establish guilty.
The Companies Act 2016, which replaced the previous Companies Act 1965, came into termination inward stages from January 31, 2017.
InCorp director, Kong Ming Enn, said a manager who improperly used the company’s property, opportunities, data acquired past times virtue of position, or engaged inward draw organisation which was inward contest amongst the company, would aspect upwards the penalties mentioned above.
“The maximum of RM3mil fine is 100-fold increase from the RM30,000 nether the previous law,” he told a media workshop on the Companies Act 2016 inward Kuala Lumpur on Tuesday.
InCorp is a society secretarial services provider owned past times Elegant Management Sdn Bhd.
Kong said whatsoever manager who wilfully paid or authorised the payment of whatsoever improper or unlawful distribution, if establish guilty, would besides aspect upwards a five-year jail term or a maximum RM3mil fine, or both.
“Under the novel law, dividends are solely paid out of profits if the society satisfies the solvency tests, which to a greater extent than ofttimes than non relate to its cash time period solvency together with residual canvas solvency,” he said.
Kong said nether the solvency test, a manager has to ensure that the theater would hold upwards solvent right away afterward the dividend was paid.
“For example, a society must hold upwards able to pay its debts every bit together with when they are due inside 12 months afterward the distribution of the dividend is made,” he said.
He said despite that annual full general meetings were no longer hold upwards required for someone companies nether the novel Act, they were yet needed to circulate the audited accounts amidst the shareholders inside 6 months of their fiscal year-end.
“Those who failed to create together with then faces a maximum RM500,000 fine, or a less than a yr of jail term, or both, if establish guilty,” he said.
Other penalties nether novel Act included a maximum RM500,000 fine, or a less than a yr of jail term, or both, if a manager was establish guilty of failing to club the constitution amongst the registrar inside xxx days from the adoption of the constitution.
Under the novel law, a society could supervene upon the memorandum together with article of association (M & A) from the previous Act past times the constitution.
Kong said amongst the heavier penalties introduced nether the novel society law, it would increase the awareness of the companies’ directors on their responsibilities together with duties.
“This volition assist to brand Malaysian companies to a greater extent than competitive,” he said.
Following the implementation of the novel Act, which allowed a society to hold upwards incorporated past times or convey solely i member, together with that unmarried fellow member could besides hold upwards the sole manager of the company, Kong expected Incorp would register virtually 1,000 novel start-up companies past times year-end, upwards from 300 inward previous year.
“We besides foresee upwards to 30% of the sole proprietors volition convert to someone express companies (Sdn Bhd) inward the adjacent ii to 3 years,” he said.
Kong said nether the novel Act, a ‘Sdn Bhd’ society which registered a taxable income of over RM400,000 would hold upwards charged amongst 18% of society tax, whereares sole proprietor which earned the same total of income would convey to pay 26% of society tax. - Bernama
Source: http://www.thestar.com.my/business/business-news/2017/02/28/directors-face-heavier-penalties-under-new-companies-act/
