TYPES OF REGISTERS

The need to keep registers and statutory books

It is a legal requirement for companies to keep registers and statutory books at the Registered Office and to make them available for inspection by:

- any member without a charge (a member has a statutory right to inspect all registers except the register of debenture holders); and

- any other person on payment of RM10 to RM20 or such lesser sum as the company requires for each inspection

The registers represent a practical demonstration of the principle that full disclosure is the best safeguard against impropriety.

Method of keeping registers, circulating notices and written resolutions

The general requirement is that all registers must be in writing so that they are available for inspection. Information stored in the form of an electronic device is not able to be opened for inspection.  The company must provide the proper facilities for the inspection of the registers. It also has to ensure that reasonable precautions have been taken for guarding against falsification.

In the new CA, there is no specific provision as to whether minutes and resolutions can be kept in electronic format but circulation of notices and written resolutions can be by electronic mode.

Registers to be kept

The registers which the company must maintain are:

Register of members and index of members

- In the new CA, a company shall notify the Registrar of the changes in the particulars in the register within 14 days from the date of change.

- This is not applicable to a company whose shares are quoted on a stock exchange.

-  A company with more than 50 members must keep an index of the names of members.

- This index must be in a convenient form and must contain sufficient indication to enable the account of each member to be readily found in the members’ register.

Register of directors, managers and secretaries

- In the new CA, a company shall notify the Registrar of the changes in the particulars in the register within 14 days from the date of change.

-  If a person is a director in one or more subsidiaries of the same holding company, it shall be sufficient if it is disclosed that the person is the holder of one or more directorships in that group of companies and the group may be described by the name of the holding company within the addition of the word “Group”.

 

Register of directors’ shareholding

- In the new CA, a company shall enter in its register the relevant changes within 3 days after receiving the notice from the director

 

Register of options

- Unless the offer is under seal, there must be valuable consideration passing to the company for the grant of the option. The form of options of listed companies is regulated by the Bursa Securities Listing Requirements.

- A company shall keep a register of options granted to persons entitled to take up the unissued shares in the company.

- In the new CA, a company shall maintain a copy of every instrument by which an option to take up shares in the company is granted at the place where the register is kept and such records shall be deemed to be part of the register

 

Register of substantial shareholders for a public company

- A substantial shareholder is a person (including a company) holding not less than 5% of the total number of all voting shares in the company.

- In the new CA, a notice in writing from the substantial shareholder must be given to the company, the Stock Exchange and the Securities Commission within 3 or 5 days from the date of change.

 

Register of debenture holders

-  The register of debenture holders is only open to inspection by shareholders and debenture holders and not by any other member of the company

-  In the new CA, the company shall notify the Registrar of the issuance of debentures within 14 days from the date of issuance.

 

Register of charges

- In the new CA, every company shall cause the instrument creating any charge requiring registration to be kept at the registered office of the company

 

Register of interest holders

- Interest means any interest or right to participate in any investment scheme, any time-sharing scheme or any recreational membership scheme

- A company which carries out such activities must maintain a register of its interest holders.

 

Branch registers

- In the new CA, companies having a share capital are allowed to keep branch registers of members in any place outside Malaysia.

- If a foreign company opens a branch register in Malaysia, the foreign company shall lodge with the Registrar a notice of that fact specifying the address where the register is kept within 14 days from the opening of the branch

- If any change is made in the place or where the register is discontinued, a notice shall be lodged with the Registrar within 14 days