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Q：
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Does it required to hold an Annual General Meeting (“AGM”)?
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A：
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A Company Limited By Guarantee (“CLBG”) is a public company. Therefore, it is required to hold an AGM once in every calendar year pursuant to Section 340(1) of the Companies Act 2016 (“the Act”). The AGM must be held within 6 months from the financial year end and not more than 15 months from the last AGM. For newly incorporated CLBG, its first AGM must be held within 18 months from its date of incorporation.
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Q：
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What are the annual filing requirements for a CLBG?
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A：
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A CLBG shall lodge its Annual Return with the Companies Commission of Malaysia (“CCM”) within 30 days from the anniversary of its incorporation date and file its audited accounts within 30 days from its AGM. In addition, it is also required to submit Financial Information Form to CCM every year.
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Q：
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Is CLBG eligible for audit exemption?
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A：
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No. The financial statements of CLBG must be audited by an approved auditor and subsequently tabled at the CLBG’s AGM.
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Q：
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Is it mandatory for CLBG to adopt Constitution?
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A：
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Pursuant to Section 38(1) of the Act, a CLBG is required to adopt a Constitution. This is different from private companies where having a Constitution is generally optional under the Act. The Constitution of a CLBG plays an important role in setting out how the CLBG will be managed and how its funds and assets can be used.
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Q：
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What is the minimum number of resident directors needed for CLGB?
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A：
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A CLBG is a public company and is required to have at least 2 directors who are natural persons and ordinarily reside in Malaysia in accordance with Section 196(1)(b) of the Act.
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