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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.
8
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
10
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.
13
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.
15
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.
16
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.
17
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.
24
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.
27
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.
30
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:
31
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.
34
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
42
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