The document discusses the Companies Commission of Malaysia's balanced approach to enforcement which includes both criminal sanctions like investigations and prosecutions as well as administrative actions and a focus on awareness and education. It also summarizes some of the Commission's core functions like being a registration authority, enforcing regulations, and reforming policies. Key parts of managing companies' lifecycles like incorporation, ongoing compliance requirements, and cessation are outlined.

1. CORPORATE ACTIONS & REGULATORY
MECHANISM
Managing Service Delivery &
Enforcement: Achieving Synchrony
ROKIAH MHD NOOR
Deputy Chief Executive Officer (Operations)
Companies Commission of Malaysia @ CRF 2012

2. CORE FUNCTIONS OF SSM
CORE FUNCTIONS:
• Registration Authority and Source of
Corporate Information
• Enforcement Authority
• Policy and Regulatory Reforms
• Educator
Companies Commission of Malaysia @ CRF 2012
2

3. BALANCED ENFORCEMENT APPROACH
Conventional
Criminal enforcement
sanction • Investigation
• Prosecution
• Compound
Administrative
Awareness and action
education
Companies Commission of Malaysia @ CRF 2012
3

4. LIFE CYCLE OF A COMPANY
Incorporation = Carrying out Cessation of
Birth business = Living business = Death
 Effective management of a company’s life-cycle 
Companies Commission of Malaysia @ CRF 2012
4

5. LIFE CYCLE OF A COMPANY
The law provides for
their resuscitation…….
• Section 308(5) of the
Companies Act 1965
Companies Commission of Malaysia @ CRF 2012 5

6. THE INCORPORATION PROCESS
1 2 Lodgement of
Certificate of incorporation
incorporation
Name search &
documents
reservation
• M&A
• Form 13A • Form 6 (Declaration
• Payment of RM30 of Compliance)
fees • Form 48A (Director’s
Statutory Declaration)
• Name approval letter
• Disclosure-based regime
• SSM carries out preliminary screening - queries raised where
discrepancies exist
Companies Commission of Malaysia @ CRF 2012 6

7. • Ease of Doing Business:
21/181
• Starting a Business: 76/181
- Processes: 9
- Days: 13
• Ease of Doing Business:
23/183
• Starting a Business: 88/183
- Processes: 9
- Days: 11
• Ease of Doing Business:
23/183
• Starting a Business: 111/183
- Processes: 7
- Days: 17
• Ease of Doing Business:
18/183
• Starting a Business: 50/183
- Processes: 4
- Days: 6
Companies Commission of Malaysia @ of Malaysia
Copyright Companies Commission CRF 2012 7

8. MANAGEMENT OF A COMPANY
Fundamental corporate governance - lodgement of key
information with the Registrar
Annual Return
SSM Annual
Compliance
UPDATED
Audited Account Rate
INFORMATION
FOR THE
PUBLIC
Material Changes
in a company
Companies Commission of Malaysia @ CRF 2012 8

9. CESSATION OF A COMPANY
HOW TO CLOSE A COMPANY?
Winding up Striking off
(i) Company not
carrying out business OR (ii) Company not
carrying out operations
Voluntary Compulsory
Application SSM’s initiative
Registrar has reasonable cause to
believe (i) or (ii) has occurred
Companies Commission of Malaysia @ CRF 2012
9

10. TRIGGERING FACTORS
• Make wholesale changes to information on:
 Management and Ownership
 Registered Address
 Company Secretary and Auditors
• Company is long established family based entity, dormant but
holding valuable assets
• Repeated attempts to lodge documents at different SSM
offices
Companies Commission of Malaysia @ CRF 2012
10

11. RED FLAGS
• Specific sectors (timber,
development land)
• Company/Business just awarded
with contracts, license, permit or
land
• Incomplete documents
• Submission of documents done by
unauthorised persons (not Co. Sec or
director)
• Failure to response to query by SSM
• Complaints received from the public
Companies Commission of Malaysia @ CRF 2012
11

12. REDUCING THE RISK
By SSM:
• Review of internal standard operating procedures
• More online services (enhanced security for
documents control & audit)
• Staff training (integrity, skills)
• Strict disciplinary and criminal actions
• ALERT
• Collaboration with public and private sectors
Companies Commission of Malaysia @ CRF 2012
12

13. REDUCING THE RISK
Best practices by the Private Sector:
• Protect Personal Information
• Protect Information Kept in Computers
• Vetting of Staff (when recruiting)
• Internal Controls
• Periodical Searches at SSM and Land Offices (subscribe
to online services and ALERT)
Companies Commission of Malaysia @ CRF 2012
13

14. DELINQUENT DIRECTORS’
REGISTRY
Companies Commission of Malaysia @ CRF 2012
14

15. DELINQUENT DIRECTORS’ REGISTRY (DDR)
• A database developed
internally to store and upload
the particulars of convicted
directors
• A monitoring mechanism to
ensure a strict compliance
with requirements on the
appointment of directors - to
ensure only a fit and proper
person are appointed
Companies Commission of Malaysia @ CRF 2012
15

16. DDR SYSTEM
• The System contain details as follows:
 Name of the Director
 National Registration Identity Number
 Company information
 Offences committed under the Companies Act
 Details of the case i.e. case number, offence
charged court)
 Penalty and details of conviction
Companies Commission of Malaysia @ CRF 2012
16

17. DDR
• The names of convicted person will remain
active in the system for 5 years.
• A monthly report is prepared by the
Prosecution which is sent to the Compliance
Division and Registration Services Division for
updating purposes
Companies Commission of Malaysia @ CRF 2012
17

18. JOINT COMMITTEE ON
COMBATING WHITE
COLLAR CRIME
Companies Commission of Malaysia @ CRF 2012
18

19. JOINT COMMITTEE ON COMBATING WHITE COLLAR
CRIME
• Joint Committee on Combating White Collar
Crime’ was established by the Cabinet and
chaired by Minister of Domestic Trade, Co-
operatives and Consumerism.
• The Joint Committee comprises of:
- SSM,
- Bank Negara Malaysia ,
- Securities Commission,
- Royal Malaysia Police,
- Cooperative Commission of Malaysia,
- Inland Revenue Board of Malaysia,
- Enforcement Division, Ministry of
Domestic Trade, Co-operatives &
Consumerism.
Companies Commission of Malaysia @ CRF 2012
19

20. CONCEPT OF BALANCED
ENFORCEMENT
THROUGH EDUCATION
Companies Commission of Malaysia @ CRF 2012
20

21. PRACTICE NOTES
• Practice Notes (PN) are issued to
assist the stakeholders’
understanding of the Companies
Act 1965 to ensure compliance
of the fundamental
requirements of corporate
governance
• Since 2008, SSM has issued 13
PNs on various matters
pertaining to the Companies Act
1965
Companies Commission of Malaysia @ CRF 2012
21

22. COMPANIES COMMISSION TRAINING ACADEMY
• Conducts extensive training programmes for directors,
company secretaries, auditor and the public at large
• Training is conducted in-house and collaboration with other
organisations
• Examples of new programmes in 2012:
 Top 10 Common Offences Under the Companies Act 1965,
Corporate Hijacking & Fraud
 Elevating the Standards of Corporate Governance Practice
amongst SMEs in Malaysia: Principles from the Malaysian
Code of Corporate Governance & GLC Transformation
Books
 Shareholders' Rights and Responsibilities
Companies Commission of Malaysia @ CRF 2012
22

23. TYPES OF STAKEHOLDERS’ ENGAGEMENT
• Annual Dialogues
 Promotes understanding and foster
closer relationships with the corporate
role-players
• Corporate Practice Consultative Forum
 Promotes greater cooperation between
SSM and members of the professional
bodies and company secretarial
organizations.
• Business Engagement Chapter
 Direct engagements with the business
& corporate communities
Companies Commission of Malaysia @ CRF 2012
23

24. THANK YOU
Companies Commission of Malaysia @ CRF 2012
24