DIALOG TAHUNAN SSM

ISU-ISU DIALOG TAHUNAN

Panel :Pn. Nor Azimah Abdul Aziz (TKPE – Kawal selia dan penguatkuasaan)En Khuzairi Yahaya (TKPE – Pendaftaran dan Perkhidmatan Perniagaan)Pn. Norhaiza Jemon (Pengarah Pembangunan dan Perkhidmatan Perundangan)En. Farid Ahmad (Pengarah Pemasaran dan Pembangunan Perniagaan)En. Faris Othman (Pengarah Perkhidmatan Pendaftaran)

1

DIALOG TAHUNAN SSM

ISU

MyCoID/MyData/E-info do not accept AMEX as one of approved credit cards for

the online payment

MAKLUMBALAS SSM

In addition to cash, debit cards, cheques (firm’s name), bank drafts, FPX and

Electronic Fund Transfer, SSM only accept MASTERCARD and VISA credit

cards. SSM will not make available additional cards as part of its online

payment.

2

DIALOG TAHUNAN SSM

ISU

Upon entering/ furnishing data in myCoID, the system will process the

information before going to the next field. Can the system expedite the

processing?

MAKLUMBALAS SSM

This issue has been resolved. System performance has been enhanced during

Q4 2018 and ongoing enhancement is being undertaken.

To ensure optimum performance, please check the minimum requirement for

MyCoID2016 at https://mycoid2016.ssm.com.my/document/FAQ-

MyCoID2016.pdf

3

DIALOG TAHUNAN SSM

ISU

The form pursuant to Section 58 of the Companies Act, 2016 (“CA 2016”) (‘Form

58’) do not contain the full list of the Directors, Officers and Secretaries of the

Company. It only reflects the changes.

MAKLUMBALAS SSM

All new forms introduced under the Companies Act 2016, including section 58

form, are “transaction based” forms. This is to designed to facilitate and ease

the updates required when changes happened.

The full list of information on a company’s directors, officers or secretaries is

now residing in the corporate profile.

Detailed information on the officers of the company, current and historical can

be also obtained from the MyData online information supply system.

4

DIALOG TAHUNAN SSM

ISU

The information in the Form 58 MyCoID was not updated according to what has

been lodged over the counter previously i.e. service address, residential

address, email address, business occupation.

MAKLUMBALAS SSM

First time user in a MYCoID environment must key-in all information as required

despite the fact that previous submission such as Section 58 Form has been

lodged over the counter.

Nevertheless, the issue has addressed in the in the new SSM online lodgement

system that will replace the current MyCoID 2016 system and the existing CBS

internal core system.

5

DIALOG TAHUNAN SSM

ISU

Approval on Register of Allotment from SSM was sometimes received late and

resulted CoSec updating of the Register of Members in MyCOID exceeded the

14 days timeline as required under the CA 2016.

MAKLUMBALAS SSM

The normal approval time for ROA is 7 days from the date of receipt. However, if

the approval has not been done after 7 days, please contact SSM to ascertain

the status. However, if there is real urgency for a company to have the approval

within less than 7 days, please contact SSM for assistance.

6

DIALOG TAHUNAN SSM

ISU

Name searched in Mycoid list before applying has no similar name but after

application had an official ‘name rejected’ reply because of an exactly similar

name in the system.

MAKLUMBALAS SSM

Action has been taken to rectify the issue raised. As at todate, there is no such

complaint. Please let us know if it still occurred.

Please refer to FAQs MyCoID Services via

https://mycoid2016.ssm.com.my/document/FAQ-MyCoID2016.pdf

7

DIALOG TAHUNAN SSM

ISU

The restrictions/limitations in the MyCOID system have caused certain

omissions and errors in the particulars of Directors, managers, secretaries and

members (such as Title, Service Address, email address, passport expiry date

and business occupation), as these omissions were not caused by the statutory

forms lodged.

Some SSM officers were able to rectify the errors pursuant to Section 602(6)

but some SSM officers advised to:

a) submit application for rectification via section 602 to rectify MyCOID system

errors/omissions

b) re-submit notification of changes at current date despite no changes having

taken place, e.g. designation in previous form 49 was “Company Director” but

MyCoID does not recognise such designation. The selection of “Director” under

the MyCoID dropdown menu will hence be considered a current change.

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DIALOG TAHUNAN SSM

MAKLUMBALAS SSM

In general, section 602 of the Companies Act 2016 allows a company to apply

for a rectification in the register if an entry relates to paragraph 601(1)(a) to (d).

In such cases, a company shall apply to the Registrar to rectify the matter.

On the other hand, if the error, mistake or omission of the company arose from

system error, the Registrar may assist with the rectification.

9

DIALOG TAHUNAN SSM

ISU

Auto Register System

To allow practitioners to lodge all statutory documents without human

intervention as the latter will not only delay the process but also cause

unacceptable administrative penalties being imposed on companies.

The Auto register system implemented by SSM on 28 June 2018 is available for

certain types of notifications: "Notification of Change in the Register of Directors,

Managers and Secretaries" (CPO) and "Notification of Appointment of First

Secretary” under Section 58 and 236(2) of the Companies Act 2016.

Some of the scenarios such as ROM cannot be updated before the receipt of

approval for ROA from the MyCOID system which may result in late filing of

ROM or the new Secretary cannot be the Lodger until the Re-AssignCoSec has

been lodged by the outgoing Secretary

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DIALOG TAHUNAN SSM

MAKLUMBALAS SSM

SSM is already moving towards auto-approval processes, wherever possible. In

certain instances where the interest of company may be compromised or

leading towards “corporate hijacking”, human intervention is still necessary.

11

DIALOG TAHUNAN SSM

ISU

To abolish the non-prescribed processes such as lodgement of ReAssign

CoSec etc in the MyCOID system.

MAKLUMBALAS SSM

The non-prescribed processes such as the lodgement of ReAssign CoSec is

introduced to ensure that the integrity of data and ability of system to recognize

the incoming secretary.

Regulation 6 of the Companies Regulations 2017 empowers the Registrar to

give access to secretary to the electronic filing system and ReAssign CoSec is

the manner in which the Registrar is giving such access.

12

DIALOG TAHUNAN SSM

ISU

The MyCOID system has certain restrictions on the notification of change of

email address of the Secretary. The auto-populated email address of the

Secretary cannot be altered subsequently.

The MyCOID system has restricted users to one transaction per day, whether

for changes taking place on the same date or a different date, eg. notify

appointment and resignation of Director which happened on the same date or a

different date. MyCOID accepts only one transaction per day and practitioners

are required to lodge another transaction the next day.

To provide platform for practitioners to highlight errors found from auto-

populated information for rectification by SSM to enhance the quality and

reliability of the auto-populated information from the system.

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DIALOG TAHUNAN SSM

MAKLUMBALAS SSM

1. The email address of secretary can be updated in user profile.

2. MyCOID has been enhanced to cater for register transaction such as the

notification unfer section 58. Subsequent lodgement can be made in succession

after the initial lodgement without having to wait for the following day.

Any enquiries can be directed to the current customer contact channels.

14

DIALOG TAHUNAN SSM

ISU

Company secretaries have received rejections from SSM for lodgement of the

first constitution through the MyCOID system subsequent to the incorporation of

a company and following a change of Secretary post incorporation.

The incoming Secretary will not be able to lodge the first constitution on behalf

of the newly incorporated company via the MyCOID system as the information

of this new client will not show in the MyCOID system of the incoming Secretary.

Will SSM initiate any discussion with the Stamping Authority or any relevant

authority in reviewing the stamping of the Constitution? The current Stamp Act

still refers to the stamping of the Constitution as Memorandum of Association

and Articles of Association which requires a fee of RM100 each for the stamping

thereof.

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DIALOG TAHUNAN SSM

MAKLUMBALAS SSM

The first Company Secretary will submit the Constitution via MyCoID2016. In

the event where the first secretary has resigned and the new secretary has

been appointed, the Constitution will have to be submitted over the counter.

This issue will be resolved in the new SSM online lodgement system.

The LHDN has proposed the stamping fee of RM200 for constitution in the

Budget 2019.

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DIALOG TAHUNAN SSM

ISU

Through our experience, sometimes we have problem reaching CCM Officers

via telephone or obtaining their email addresses. Thus, we were unable to

contact or communicate with the CCM Officers to solve our issues and needed

to make frequent trips to CCM Office to discuss the issues with the CCM Officer

face-to-face, which might not be time effective.

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DIALOG TAHUNAN SSM

MAKLUMBALAS SSM

For enquiries and complaints relating to supply of information, please contact the

following:

a) Support@mydata-ssm.com.my @ 03-27759339;

b) callcentre@ssm-einfo.my @ 1-300-30-4636

In December 2017, SSM has taken a significant initiative by setting up Contact

Centre Unit or otherwise known as Call Centre. The primary role of Call Centre is to

be the frontline of SSM in handling any inquiries from the public through 3 channels;

phone call, email and fax. This flow may however be vary on certain cases which

require direct attention from the processing officer.

SSM also has extended its service by appointing 2 external vendors (MyDATA & e-

Info) to cater the rising demand of obtaining company’s information through online.

Adding to all that, in every letters/documents sent out by SSM, one can always find

the contact information of the processing officer.

18

DIALOG TAHUNAN SSM

ISU

Does the registration of a company with SSM need to conform with the related

guidelines or regulatory requirements of other government agencies in relation

to:

a) applying for a work permit i.e. Expatriate Services Division Online

Guidebook V 3.1 2017 issued by Immigration Department of Malaysia; and

b) approving certain businesses with foreign participation i.e. Guidelines

on Foreign Participation in the Distributive Trade Services Malaysia issued by

Ministry of Domestic Trade Co-operatives and Consumerism.

19

DIALOG TAHUNAN SSM

MAKLUMBALAS SSM

A promoter has to ensure all the requirements of the Companies Act 2016 in

respect of registration for incorporation of a company is complied with when the

promoter applies to incorporate a company.

In addition, the promoter has to ensure the registration is also in compliance

with other applicable legislations.

20

DIALOG TAHUNAN SSM

ISU

Is a foreign director deemed as an employee in a company? Do they require a

work permit to be a director for a company incorporated in Malaysia?

MAKLUMBALAS SSM

If a person only holds a position in his capacity as a director of a company, he is

not an employee of the company.

21

DIALOG TAHUNAN SSM

ISU

A foreigner is holding work permit under Company A. He then sets up his own

company i.e. Company B. Can he be the director and authorised signatory of

Company B when he is holding a work permit under Company A. Is there any

breach of employment pass? Both of the company belongs to him but

Immigration can only issue work permit for one company

MAKLUMBALAS SSM

Under the CA 2016, there are no provisions relating to employment pass/ work

permit of a foreigner working in Malaysia.

Further, SSM is not in a position to comment on the requirements of legislations

that are not under the purview of SSM.

22

DIALOG TAHUNAN SSM

ISU

Can a foreigner be an authorised signatory and a director of a company without

having a work permit? E.g. A Singaporean set up a company in Malaysia and

come in to Malaysia using social visit pass to operate the account as an

authorized signatory and oversee the business. The Singaporean directors can

come in and out of Malaysia several times a day.

MAKLUMBALAS SSM

Under the CA 2016, there are no restrictions for a foreigner holding the position

of a director or as an authorized signatory of a company relating to employment

pass/ work permit of a foreigner working in Malaysia.

SSM is not in a position to comment on the requirements of legislations that are

not under the purview of SSM.

23

DIALOG TAHUNAN SSM

ISU

Can a foreigner with “Any form of employment is strictly prohibited” that is

endorsed on their social visit pass be a director/authorised signatory of the

company?

MAKLUMBALAS SSM

A person who holds a position in his capacity as a director of a company is not

an employee of the company.

However for a person who wish to act as an authorized signatory of the

company, it will depend on the “master-servant” elements embedded into the

service contract between the person and the company.

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DIALOG TAHUNAN SSM

ISU

Is opening of a company account a prerequisite to determine the financial

standing of a company to meet the minimum paid-up capital before work permit

can be issued to the foreign owner? If not, can the foreigner in lieu of opening a

new account show proof by having a demand draft issued or a statement of

their overseas fixed deposit receipt duly certified for the amount required by the

Immigration Department of Malaysia?

MAKLUMBALAS SSM

Opening of a bank account is not a prerequisite to determine the paid-up capital

of a company.

25

DIALOG TAHUNAN SSM

ISU

What is the criteria to determine whether a foreigner who is acting as a director

and/or shareholder and/or authorized signatory for a Malaysian incorporated

company be required to apply for a work permit?

MAKLUMBALAS SSM

SSM is not in a position to comment on the requirements of legislations that are

not under the purview of SSM.

26

DIALOG TAHUNAN SSM

ISU

Is MM2H participant allowed to be a director and authorised signatory of a

company without having a work permit despite the visa indicated “Any form of

employment is strictly prohibited”? Why are they allowed to be registered under

SSM as director if they are not allowed to be employed?

MAKLUMBALAS SSM

A person who holds a position in his capacity as a director of a company is not

an employee of the company.

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DIALOG TAHUNAN SSM

MBRS for financial report.

SSM to be the mediator to advise the auditor to be the “preparer” for the

financial report. Company secretary to be the maker and lodger.

ISU

28

DIALOG TAHUNAN SSM

MAKLUMBALAS SSM

In so far as the responsibility of the submission of MBRS – financial statements

is concerned, it is the directors’ responsibilities for the preparation of the

company’s financial statements. The directors shall ensure that the financial

statements of the company are made out in accordance with the applicable

approved accounting standards pursuant to section 244 of the Companies Act

2016. In addition, the directors’ have the prerogative on whom they wish to

engage to be the preparer of the MBRS financial statements document for the

lodgment to the Registrar. We believe directors will exercise reasonable care in

engaging a person who has the skills and expertise to be the preparer of the

MBRS financial statements. Hence the preparer could be a person whom the

directors believe has the necessary skills and expertise and may include

accountants, the company’s own accounting staff or even company secretaries,

if they have the skill

29

DIALOG TAHUNAN SSM

ISU

a) The 3 days period between the maker uploading and the lodger submitting

is too short especially since we may not be around for the 3 days due to

meetings, appointments or seminars.

b) The capacity of the previous online system always could not cope when it is

launched.

c) Insufficient availability of classes before the system is launched since the

classes is always fast fully taken up.

d) MBRS for Financial Statement should have a longer trial period of at least

one year.

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DIALOG TAHUNAN SSM

MAKLUMBALAS SSM

a) SSM takes note of the suggestion for improvement.

b) In order to ensure that the MBRS system is stable before being officially

launched, to be used by all companies, the MBRS system has been tested

by pilot companies including selected company secretaries nationwide. If

there are any enquiries/ issues relating to MBRS, users may contact SSM

Contact Center (Tel: 03-7721 4000/ Fax: 03-7721 4001/ E-mail:

enquiry@ssm.com.my)

c) SSM has initiated a strategic collaboration with MBRS Training Partners

(TP) and MBRS Training Services Providers (TSP) to conduct various

trainings throughout the year. Click below for more information on MBRS

trainings:

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DIALOG TAHUNAN SSM

MAKLUMBALAS SSM

Suruhanjaya Syarikat Malaysia (SSM)

Malaysian Institute of Accountants (MIA)

Malaysian Institute of Chartered Secretaries and Administrators (MAICSA)

Malaysian Association of Company Secretaries (MACS)

Institute of Approved Company Secretaries (IACS)

Baker Tilly MH Consulting

Big Dataworks

Ernst & Young Tax Consultants

Formis Network Services

KPMG Management & Risk Consulting

Other than that, SSM has taken the initiative by providing knowledge sharing

platform through various medium such as User Preparers’ Guide, User Manual

and videos which can be directly accessed by the public through SSM Portal.

d) SSM takes note of the suggestion for improvement.

32

DIALOG TAHUNAN SSM

ISU

QUERY RESPONSE

a) Resubmitted queried documents rejected even though it was immediately

resubmitted after it was received which was more than 30 days from the

date of query letter.

b) Annual returns query being returned to the old company secretary’s address

every year which is no longer in existence without the new company

secretary’s knowledge for 3-4 years. Queries were then auto rejected and

annual return/audit report risk being compounded. We have since submitted

its strike off in January 2018 but no result received yet.

MAKLUMBALAS SSM

Please provide more details to SSM Registration Services Division for

appropriate response to be taken.

33

DIALOG TAHUNAN SSM

ISU

Kes-kes pelik seperti dokumen tidak wujud walau pun sudah difailkan semasa

sistem online pertama kali diperkenalkan.

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DIALOG TAHUNAN SSM

MAKLUMBALAS SSM

Maklumat dikemaskini secara realtime pada kedua-dua portal SSM e-Info dan

MyData-SSM.

Bermula 2016, pelanggan SSM perlu membuat serah simpan dokumen SSM

secara atas talian melalui sistem MyCoID yang diluluskan secara auto approved

seperti dokumen berikut :

• Incorporation of company limited by shares

• Appointment of first company secretary (AFC)

• Register of members (ROM)

• Change of particulars of officers (CPO)

• Change of registered address (CRA)

Dokumen-dokumen ini boleh dibekalan semula melalui portal kedua-dua

penyedia perkhidmatan. Sekiranya terdapat sebarang masalah untuk

mendapatkan dokumen tersebut, pelanggan boleh menghubungi pusat

panggilan seperti berikut:

a) Support@mydata-ssm.com.my @ 03-27759339; or

b) callcentre@ssm-einfo.my @ 1-300-30-4636

35

DIALOG TAHUNAN SSM

ISU

Data/maklumat kewangan untuk 3 tahun (data seperti hasil, untung/rugi, dll

seperti yang terdapat dalam e-info sebelum ini).

MAKLUMBALAS SSM

Untuk membuat perbandingan kewangan sesebuah syarikat, pelanggan boleh

mendapatkan maklumat tersebut di kedua-dua portal penyedia perkhidmatan

SSM seperti berikut;

a) SSM e-Info – Pelanggan boleh membuat perbandingan kewangan syarikat

untuk tempoh 2,3,5,dan 10 tahun.

b) MyData-SSM – Pelanggan boleh membuat pebandingan kewangan syarikat

untuk tempoh 2 tahun berdasarkan tahun pilihan pelanggan.

36

DIALOG TAHUNAN SSM

ISU

To seek clarification from SSM whether FAQs issued by SSM are of legal and

binding effect.

The bank noted that SSM’s FAQs contain not only the procedural guidance but

also the explanation on interpretation and application of provisions under the

Companies Act 2016 (“CA 2016”) e.g. signing requirements under Section 66 of

CA 2016.

MAKLUMBALAS SSM

FAQ was issued to clarify the Registrar’s views and to assist users in applying

the provisions of the Companies Act 2016. Such FAQs do not have legal effect.

37

DIALOG TAHUNAN SSM

ISU

What is the view of introducing a Company Secretaries Act as a common

platform to educate, register and regulate the profession of Company

Secretaries, similar to the Accountants Act 1967?

MAKLUMBALAS SSM

Section 241(7) and 613(1)(b) empowers the Minister to make regulations for the

practicing certificates for secretaries. SSM is of the view that these provisions

are sufficient to provide a platform to monitor the standard of professionalism

amongst secretaries.

38

DIALOG TAHUNAN SSM

ISU

Please share the initiatives undertaken by SSM to:

a) help a smooth adoption of the Companies Act 2016 and assist the

stakeholders to embrace this legislation

b) in order to improve the World Bank ranking of ease of doing business in

Malaysia, can SSM share with us the initiatives being undertaken to improve

the ease of doing business in Malaysia in recent years?

c) achieve its vision statement of "To Be A Top Tier Corporate Registry And

Regulatory Authority"?

39

DIALOG TAHUNAN SSM

MAKLUMBALAS SSM

SSM disseminate latest information and initiatives via email to professional

bodies as and when needed. In 2018, has sent out 5 notifications relating to

Circulars, Guidelines, PNs and PDs to professional bodies.

Under the section 241 framework, alerts will be notified to secretaries on a more

regular basis.

40

DIALOG TAHUNAN SSM

ISU

Verification of Identity of SSM Officer

Are the SSM Investigating Officers required to present a warrant of investigation

for purpose of verification?

To provide guidance on how to verify the identity and genuine of a person

purporting to be a SSM Officer to take possession of statutory records of

companies

41

DIALOG TAHUNAN SSM

MAKLUMBALAS SSM

Seksyen 27D Akta Suruhanjaya Syarikat Malaysia 2001 memberi kuasa

kepada SSM untuk menjalankan aktiviti siasatan berhubung undang-undang

yang ditadbir urus olehnya.

Bagi melaksanakan tugas-tugas siasatan pegawai-pegawai penyiasat SSM

dibekalkan dengan “kad kuasa” sebagai bukti pengenalan diri.

Sekiranya pihak syarikat perlu membuat verifikasi berhubung identiti pegawai

penyiasat SSM, pihak syarikat boleh menghubungi Encik Ahmad Fahmi

Rawee (pegawai eksekutif di Bahagian Siasatan) ditalian berikut:

03-2299 5316 atau emel fahmi@ssm.com.my.

Atau hubungi Pejabat Pengarah Bahagian Siasatan SSM di talian 03-2299 5252

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