Statutory and non statutory registers

Front

What are statutory registers and why must a company maintain them?

Back

• -Statutory registers are official company records required by law to be maintained.

• -They ensure transparency and legal compliance with the Companies Act 2016.

• -Registers include details of members, directors, secretaries, charges, and debenture holders.

• -They provide accurate company information for shareholders, directors, and regulators.

• -Failure to maintain them can result in fines and legal penalties.

Front

List at least five types of statutory registers a company must keep under the Companies Act 2016.

Back

• -Register of members

• -Register of directors, managers, and secretaries

• -Register of charges

• -Register of debenture holders

• -Register of substantial shareholders

Front

Where must statutory registers be kept, and what are the rules for inspection?

Back

• -Registers must be kept at the company’s registered office or a specified office within Malaysia.

• =Registers should be accessible to company members without charge.

• -The public may inspect some registers upon payment of a small fee (e.g., RM10 or RM20).

• -Copies of registers must be provided within a specified timeframe upon request.

• -Registers must be updated promptly (usually within 14 days) when changes occur.

Front

What are non-statutory registers, and how do they differ from statutory registers?

Back

-Non-statutory registers are not legally required but are maintained for internal management purposes.

-Examples include the register of transfers, register of applications and allotments, and register of documents sealed.

• -They help track company activities like share transfers and document sealing.

• -They provide additional records that support company operations but have no direct legal filing requirements.

• -Non-statutory registers offer supplementary control and record-keeping for private companies.

Front

Explain the purpose of the register of transfer and the register of application and allotment in a company.

Back

• -Register of transfer: Records details of all share transfers, including dates, transfer numbers, transferors, and transferees.

• -Ensures accurate tracking of ownership changes.

• -Register of application and allotment: Documents all share applications and allotments made by the company.

• -Records the number of shares applied for, allotted, and amounts paid.

• -Supports proper updating of the register of members.

• -Both registers provide essential audit trails for share ownership and transactions.

Front

What specific information must be included in the Register of Members under the Companies Act 2016?

Back

• =Names and addresses of members.

• -Identity card number, nationality, and usual residence.

• -For corporate members, company name, registration number, and registered office.

• -Details of shares held, including certificate numbers and amounts paid.

• -Dates when members were entered or ceased to be members.

• -Dates of allotment and acquisition of shares.

Front

What are the obligations related to updating the Register of Members?

Back

• -Notify the Registrar of any changes within 14 days.

• -Changes include new members, ceasing members, or changes in shareholdings.

• -Maintain an index of members if the company has more than 50 members.

• -Update the index or register promptly to reflect all changes accurately.

• -Failure to comply can lead to fines and legal consequences.

Front

Describe the Register of Directors, Managers, and Secretaries and the information it must contain.

Back

• -Names, residential and service addresses of directors, managers, and secretaries.

• -Date of birth and business occupation of directors.

• -Written consent of appointment.

• -Particulars of other directorships held by directors.

• -Dates of appointment, removal, or resignation.

• -Must be kept at the registered office or another approved location.

Front

What are the inspection rights and fees associated with the Register of Directors, Managers, and Secretaries?

Back

• -Open for inspection by members free of charge.

• -Other persons may inspect upon payment of a fee (e.g., RM10).

• -Company must update particulars within 14 days of any change.

• -Penalties apply for failure to update or maintain the register properly.

• -Copies of the register must be furnished upon request within a reasonable timeframe.

Front

Explain the purpose and requirements of the Register of Charges.

Back

• -Records all charges affecting company property, including fixed and floating charges.

• -Includes description of property charged and amount of charge.

• -Names of persons entitled to the charge (except bearer securities).

• -Must be kept at the registered office or approved location.

• -Open to inspection by creditors and members for a fee.

• -Penalties apply for non-compliance including fines.