Companies Commission’s Practice Note No.6/2019
18 November 2019
The Companies Commission of Malaysia (‘CCM’) issued Practice Note No. 6/2019
(‘PN6/19’) on 5 November 2019 to clarify the procedures set out in section 602 of the Companies Act 2016 (‘CA2016’) for the rectification of errors in the registers maintained by the CCM.
PN6/19 supersedes Practice Note No. 2/2018
(‘PN2/18’) issued on 4 June 2018.
The main amendments introduced under PN6/19 are as follows –
- a new provision confers discretion on the Registrar to refuse an application for rectification if the lodgement date of the document containing the error, mistake or omission is more than seven years (paragraph 9(b), PN6/19);
- a new provision requires the Registrar to notify the applicant in writing of his decision and the grounds of refusal if he refuses the application for rectification (paragraph 10, PN6/19);
- a new provision (a) clarifies that there is no requirement to make a further application to the Registrar under section 602(1) of CA2016 if the Court has, upon an appeal made against the decision of the Registrar under section 602(4) of CA2016, issued an order granting the application for rectification; and (b) requires the rectification order made by the Court to be lodged with the Registrar within the time frame prescribed by the Court, or 14 days from the date of the order if no time frame is prescribed by the Court (paragraph 11, PN6/19);
- a new provision (a) refers to an application form, i.e. Appendix 1, but the form appears to have been inadvertently omitted1 from PN6/19; and (b) requires the application to be accompanied by supporting documents which must be certified by the secretary/agent of the company (paragraph 12, PN6/19);
- paragraph 11 of PN2/18 which provides that any application under section 602(1) of CA2016 will not be allowed if the applicant is not the same person making the earlier lodgement unless the application is accompanied by a Court order has been omitted from PN6/19; and
- paragraph 13 of PN2/18 which requires the amended document to be accompanied by the relevant filing fee has been omitted from PN6/19.
The new requirement under paragraph 10 of PN6/19 for the Registrar to provide written grounds for his refusal to the application for rectification is to be welcomed as such information may be required in an appeal to the Court against the decision of the Registrar. The omission of paragraph 11 of PN2/18 is also a welcomed change but the omission of paragraph 13 of PN2/18 raises the question as to whether filing fee is payable on the filing of the amended document.