Companies Act 2016 (“CA2016”) has come into forced on 31st January 2017.

Salient points on CA2016:

  • Simplify procedures for incorporation.
  • Single resident director and single shareholder for private company. Public company must have at least two resident directors.
  • Company secretary may be appointed within 30 days of incorporation [except for Company Limited by Guarantee (“CLBG”)]
  • For company incorporated before 31st January 2017, Memorandum of Association and Articles of Association (“M&A”) is deemed to be the constitution of the company. The company can decide to abolish the M&A or harmonised the M&A with CA2016.
  • For company incorporated after 31st January 2017, the company may or may not adopt constitution after incorporation but constitution is compulsory for CLBG.
  • Company will no longer be required to state its authorised share capital.
  • Notice of registration is a conclusive evidence of incorporation.
  • Common seal is optional.
  • Share certificate is optional and no longer be evidence of title.
  • Mitigation towards No Par Value Regime.
  • Dividends can only be distributed out of profits when the solvency test is met.
  • Removing the mandatory requirement for private companies to hold Annual General Meeting (“AGM”)
  • Decoupling of Financial Statement and Annual Return submission.
  • Annual return to be lodged within 30 days of anniversary of incorporation of the company.