The registered office of a company, usually situated at the company secretary’s premises is responsible for keeping all the statutory documents. It also acts as a point of contact between the company, the Companies Commission of Malaysia (“CCM”), and other relevant government agencies. In Malaysia, the Companies Act 2016 (“CA 2016”) imposes various legal obligations on companies regarding the maintenance and storage of key documents at their registered offices.
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Legal Requirements for Keeping Documents
According to Section 47(1) of the CA 2016, Malaysian companies are legally obligated to maintain certain records at their registered office. These documents must be available for inspection upon request, ensuring that both the company’s internal governance and external compliance are in order. Failure to maintain or present these documents may lead to penalties, fines, or legal action against the company and its directors.
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Documents to be Kept at the Registered Office
Each Malaysian company is required to maintain a set of key documents at its registered office. These documents include:
(1)
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Notice of registration
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(2)
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Constitution, if any
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(3)
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Certificate of incorporation
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(4)
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Register books
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(5)
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Meeting minutes and resolutions passed by the board and members
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(6)
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Written communications to members
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(7)
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Financial statements
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(8)
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Accounting records
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(9)
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Instruments of charges
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(10)
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Any other documents required by the Registrar
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Examination of documents and records kept by company
Any documents and records required to be available for inspection under the CA 2016 must be accessible to individuals entitled to inspect them. These include shareholders, directors, auditors, and regulators. Notably, documents such as the Register of Directors and Shareholders, along with financial statements, must be made accessible to the public upon request. One key objective of these requirements is to ensure the documents can be provided to the authorities, for example during a tax audit.
Section 49(1)(b) of the CA 2016 permits company documents to be stored in electronic format, provided they remain accessible, reproducible, and readable. For example, financial records, statutory registers, and meeting minutes may be securely stored on digital platforms to improve accessibility and document management.
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Duration for Document Retention
Section 245 of the CA 2016 mandates that certain records, such as accounting and financial documents, must be kept for a minimum of seven years after the relevant transactions are complete. Companies may dispose of the documents after this period but must ensure secure destruction to protect sensitive information.
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Storing Records at an Alternate Location other than the Registered Office
Section 47(2) of the CA 2016 allows a company to keep its statutory records (save for minutes of meeting and resolutions of board) at a place other than its registered office. This can include keeping records at a location within Malaysia, but the company is required to ensure that these records are made available for inspection as needed.
When records are stored at a location other than the registered office, the company must inform the CCM of the exact address within 14 days of any such change. This notification is important to facilitate access by regulatory bodies for inspections, audits, or compliance assessments.
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Best Practices for Managing Company Documents
To ensure compliance with the CA 2016, Malaysian companies should adopt the following best practices for document management:
(1)
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Digitise Documents: Use electronic document management systems to store, organise, and back up critical records. This method not only ensures compliance but also enhances the efficiency of retrieving and managing documents.
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(2)
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Conduct Regular Audits: Ensure regular checks and audits of company documents to verify their accuracy and completeness.
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(3)
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Designate a Responsible Officer: Appoint a company secretary or another responsible officer to oversee document maintenance, ensuring that all records are kept up to date and in good order.
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(4)
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Keep Copies in Secure Locations: If the company stores physical documents, ensure they are stored in a secure and organised manner to prevent loss or damage.
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Conclusion
Maintaining proper documentation at the registered office is a key responsibility of Malaysian companies. It ensures compliance with the CA 2016 while promoting transparency and accountability in corporate governance. By adhering to these requirements, companies can avoid legal issues, protect their reputation, and build trust with stakeholders. Business owners, directors, and secretaries should understand the required documents and implement systems that ensure they are securely stored and accessible when needed.
Kaizen, together with its associate firms in Malaysia, can help the clients to perform these compliances formalities so as to maintain the Malaysia company in good standing. Please call and talk to our professionals in Kaizen for further clarification.
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