Description
This seminar will dissect and reveal the key elements of the Companies Act 2016 in relation to Shareholders and Directors of companies. One of the essential features is that a Sdn Bhd can now be owned by single shareholder and single director. This significant changes would ease up the setting up of Sdn Bhd to carrying on business for income Tax Efficiency and GST Optimisation.
This seminar will completely analyse the Companies Act 2016 from the perspective of Tax Planning. Participants are allowed to send in 2 questions relating to Companies Act and suggested tax & business solutions will be provided during the exciting seminar.
The contents including:
(a) Appointment, removal, resignation or retirement, remuneration and expenses of:
(i) Directors
(ii) Auditor
(iii) Company Secretary
(b) Director’ Duties and Responsibilities:
(i) Directors’ NEW Duties and Defences – the added load of Personal Liability as to Income Tax and Real Property Gains Tax (RPGT)
(ii) Board of directors – functions, authorities and relationship between directors
(iii) Written Resolution – what rules are archaic and what are the new and necessary circumstances to be used in written resolution
(iv) Loan to directors – Transfer Pricing Management and when director should say NO?
(v) Preparation of Director’s Report and Business Review
(vi) Directors’ liabilities, penalties and offences, disclosure of interest rules
(vii) Indemnity insurance application
(c) Financial Accountant’s NEW Duties and responsibilities
(d) Meeting with Shareholders (Members of Company)
(i) with AGM
(ii) via Written Resolution
(iii) Quorum
(iv) Voting Procedures – by hand, poll, Written Resolutions
(v) Conflicts between shareholders intervention and directors refusal to act – What are the middle grounds to take and resolve?
(e) Annual General Meeting is now discretion – but do look out what is the tax consideration and appropriate procedures for submission of annual return
(f) Shareholder’s interference in the company operation – triggering Transfer Pricing issues and related parties’ concern that should be taken into account
(g) Shares in no par value regime – the consideration, do’s and don’t’s
(h) Share capital for incorporating a company – how much is adequate, how much is considered to be too little?
(i) Solvency Test and statement
(i) application – with illustration
(ii) penalties on non-compliance
(iii) Solvency Test and statement – the detailed mechanism and director’s defences
(j) Dividend proposed, payment and its inherent risk – with practical application, case study
(k) Dividend payment or capital reduction? – the noting point and PRECAUTIONS before the next pay-out and share reduction
(l) Profit Distribution under the new regime for Tax Efficiency
(m) Accounting compliance impact from implementation of Companies Act 2016
(i) audited accounts circulation and lodgement timeline
(ii) records keeping and retention
(iii) annual return submission
(iv) exempt private company – procedures
(v) issued and paid up capital – the presentation
(vi) redemption of preference shares – the noting points
(vii) shares buy back- Shares can now buy back – Should you REALLY BUY IT?
(viii) transitional provisions on shares premium accounts
(ix) issuance of redeemable preference shares, debenture, ordinary shares – still good now?
(x) Audit Exemption on small companies – rules and guidelines
(n) Business contract – Witness or Common Seal?
What are the NEW Credit Control Management procedures needed to deal with company with single shareholder?
(o) Capital reduction mechanism and procedures – when to use it and when to say NO to it?
(p) Financial assistance mechanism and procedures –
Company providing financial assistance for shares purchased – what are your new income tax consideration?
(q) Interest Scheme Act 2016 – Methods to raise Capital or Seed Capital
(r) Constitution
(i) to have or not to have
(ii) existing M&A and A&A is deemed constitution – to amend, alter or to replace with a new one?
(iii) what are the various consideration needed prior to adopting the New Constitution?
(s) Single Director company?
(i) incorporation
(ii) operation mechanism
(iii) death of single director
(iv) succession alert
(t) Setting up a company with single shareholder and director – the risks and safeguard to be taken into account
(u) Convert to Single Shareholder Company ? – What hiccups and Estate Planning needed before you jump into it
(v) Tax Efficient Corporate Structure under the Companies Act 2016
(w) Members of company (shareholder’s intervention)
(i) compliance procedures
(ii) director action or reaction
(x) Striking off the company – rules and procedures
(y) Thin Capitalisation Rule – how new company law will trigger and how to defence against it?
(z) More will be added where relevant
