Searches to verify existence of companies

Linkedin Post

When a buyer acquires a company, a basic but important aspect of due diligence is to ensure the company is properly incorporated under the relevant laws and validly existing.

Other than the usual company search with the Companies Commission of Malaysia (“CCM”) and winding up search with the Malaysian Department of Insolvency, it is also helpful to obtain Attestation of Company Good Standing (“ACGS”) from the CCM.

AGCS is a confirmation that a company has met the following criteria for the issuance of AGCS.

1. The company has been incorporated for at least 18 months from the date of the ACGS;

2. The company has lodged its latest annual return and audited financial statements or certificate relating to an exempt private company;

3. The company is in existence and not in the process of being wound up or stuck off or dissolved;

4. The company is not dormant as per nature of business;

5. The company has a registered address;

6. The company or its directors do not have any outstanding compound; and

7. The company or its directors do not have any pending prosecution case.

Please see links in the comment on how to purchase ACGS via SSM e-info website and sample ACGS.

If you are not able to find ACGS for a company on the SSM e-info website, it probably means it has not met any of the criteria above.

#malaysiancorporatelawyer
#mergersandacquisitions

Originally posted on Linkedin on 3 January 2022.

Linkedin Post
Preference Shares: A Path Through Malaysia’s Equity Restrictions

Regulatory equity restrictions don’t always mean “no entry” for investors in Malaysia. If you’re restricted from holding ordinary shares in certain sectors due to regulatory policy, preference shares may offer a practical alternative. You may want to consider preference shares if: 1.    The sector has no restrictions on preference shares. This …

Company Law
Does family-owned company require formal shareholders’ approval for issuance of shares?

“This is my family-owned company. Do we still need formal shareholders’ approval to issue shares?” Yes. Under section 75 of the Companies Act 2016, directors cannot exercise their power to allot shares without prior shareholders’ approval. This is a legal requirement even if all the shareholders are family members. Skipping …

Linkedin Post
Pay for proper legal advice when it comes to shareholders agreement

Most people I know are reluctant to pay for proper legal advice when it comes to shareholders’ agreements. Many assume shareholders’ agreements are just templates. However, in practice, especially in M&A or fundraising, these agreements must align with the Companies Act 2016 and other relevant regulatory requirements. Otherwise, what is …