Registrar of Companies issues Practice Note on Non-Compliance with Filing Requirements for Documents and Applications
22 July 2019
The Registrar of Companies (“Registrar”) issued Practice Note No. 5/2019
(“PN5/19”) on 17 July 2019.
The purpose of PN5/19 is to address matters relating to –
- queries issued on documents and applications lodged or registered with the Registrar under the Companies Act 2016 (“CA 2016”) and the repealed Companies Act 1965 (“CA 1965”);
- transitional issues with regard to queries issued on striking off applications under section 308 of CA 1965; and
- procedures to be complied with where a company fails to respond to queries issued by the Registrar in relation to the lodgement and registration of any document or application.
Newly lodged documents - consequences of non-compliance
The procedures for queries on all newly lodged documents and applications are as follows –
- Documents and applications which do not comply with the requirements set out under regulation 9 of the Companies Regulations 2017 and Practice Directive 1/2017 will not be accepted;
- Documents and applications which do not comply with section 610 of CA 2016 will be queried;
- If the query is not answered within 30 days, or the time specified in the notice, the relevant document or application will be rejected; and
- A fresh document or application with a new submission date will have to be lodged together with the relevant fee, where applicable. The late lodgement fee provision will also apply accordingly.
It is to be noted that the procedures set out in the preceding paragraph do not apply to applications or lodgements of documents relating to charges under Division 7 Subdivision 1, receivership under Division 7 Subdivision 3; the management of assets of dissolved companies under Part IV, and corporate rescue mechanism under Division 8 Part III, of CA 2016.
PN5/2019 also stipulates that a company should check from Companies Commission of Malaysia’s website (www.ssm.com.my
(e-Query)) to ascertain whether any query has been issued to it.
Transitional provisions on striking off under CA 1965
The following procedures will apply to queries issued in respect of applications lodged on or before 30 January 2017
to strike off a company under section 308 of CA 1965 –
- The company should check on the Companies Commission of Malaysia’s website (www.ssm.com.my) as to whether there is any outstanding query;
- The company will be allowed until 17 August 2019 to answer the query;
- If no reply is received by the end of the period, the application is considered as being non-compliant with sections 11(8)(a) to (e) of CA 1965 and/or regulations 3, 4, 6, 6A and 18 of the Companies Regulations 1966 and shall be rejected; and
- After 17 August 2019, the company will have to lodge a fresh application under section 550 of CA 2016 with a new submission date and together with the relevant fee, where applicable.
PN5/2019 supersedes Practice Note No. 17/2015 issued on 21 December 2015 and the Addendum to Practice Note No. 17/2015 issued on 29 April 2016.