Company Law 2016 Kuala Lumpur 25 October 2017 Brochure by Synergy TAS

COMPANY LAW 2016 25 October 2017 (Wednesday)

M NEW & I

PROVED

COMPANY LAW 2016 :

TOTAL REVAMP WITH HUGE TAX PLANNING OPPORTUNITIES SPEAKER | DR CHOONG KWAI FATT | HRDF CLAIMABLE * | 10 CPD**

BAR COUNCIL APPROVED : 6 CPD

THE NEW & HUGE WAVES OF CHANGE IN BUSINESS STRUCTURE & ADMINISTRATION.

COMPANY LAW 2016

Terms and Conditions | Cancellation Policy: No refund will be made after payment is made. If the registered participant is unable to attend, a substitute delegate is allowed at no extra charge. However, should there be a request to change the name printed on the certificate of attendance to that other than that shown on the registration form, RM 100 extra will be charged as reprinting service charge. The organiser reserves the right to refuse service. The organiser reserves the right to change event date and venue, with notice being sent vide the email registered above. Information collected is in pursuant to the Personal Data Protection Act 2010. | *HRDF Claimable : Subject to approval by PSMB . | **CPD : Final CPD accepted by professional bodies vary and subject to each bodies’ discretion. | Seats are confirmed on payment made and on first come first served basis only. You have fully understood the DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY stated in our Synergy TAS PLT website at http://www.synergytas.com/disclaimer/. You may not, without our prior written permission, frame or inline link any of the content of this brochure, or incorporate it into another website or other service any of our material, content or intellectual property. Copyright (C) 2017 Synergy TAS PLT.

COMPANY LAW 2016 THE GARDENS, MID VALLEY CITY, KUALA LUMPUR COMPANY LAW 2016 : TOTAL REVAMP WITH HUGE TAX PLANNING OPPORTUNITIES

“

WHILE OTHERS STRUGGLE TO LEARN UP ON COMPANIES ACT : YOU ARE NOT ONLY AWARE OF IT, YOU ALSO KNOW HOW IT WORKS AND VARIOUS TAX PLANNING IDEAS AT YOUR DISPOSAL

“

INTRODUCTION Companies Act 2016 (CA 2016) takes operation on 31 January 2017. It is an entire new legislation with completeness on its own, business friendly coupled with full transparency. Directors of the companies are the officers primarily in charged on compliance, Auditors are given flexible to resign yet may be removed by simple ordinary resolution, Company Secretary are now exposed to wider spectrum of risk. The concept, methodology, compliance inherent within the CA 2016 need to be fully comprehended, to avoid unnecessary monetary penalties, fines and risk of imprisonment of director. If dividends are wrongly paid, the board of directors can be held personally liable which inevitably affecting their personal assets. The CA 2016 read together with Income Tax Act 1967 on the other hand do offer variety of Tax Planning to be ridden on. Companies Commission of Malaysia (SSM) in now empowered by the CA 2016 to ensure full compliance within the timeline stated and entrusted to prosecute the company officer for malpractice or intentionally to provide misleading information. Financial Accountants are the entrusted professional to ensure accurate, timely, complete information are provided to SSM, also acting as the backbone to support directors in discharging the directors’ duties. In the event the director is exposed to 5 years imprisonment, it is almost a close certainty that financial accountants will be liable for 10 years imprisonment.

STAY AHEAD OF THE CROWD

SPEAKER’S PROFILE DR CHOONG KWAI FATT is the expert in tax planning for companies and individuals. He is appointed by the Ministry of Finance as one of the panel members to review tax reforms in Malaysia. He has conducted and published extensive researches on tax way back since 2006. Dr Choong being an avid researcher, he has also studied taxation system from various countries. He is also widely known for his ability to formulate the “unthinkable” strategies and clearly thought of implementation plan. He is constantly sought by many listed companies as well as high net worth individual and SME for his practical and impressive strategy as to corporate restructuring and of course, his foresight into the potential tax concerns.

This seminar will unlock the inherent mysteries within the CA 2016, completely examine the concept and methodologies to allow the participants to acquire the knowledge, skills and experience at ease. It is yet another huge shift in how businesses will operate and to be administered.

He is the expert of experts in terms of Tax Planning and corporate restructuring, where he provides advice and personally trained corporate accountants, professional ﬁrms and company secretary on corporate restructuring, income tax, RPGT and GST implementation. Get ready to take good notes when you attend this Company Law with Tax Planning seminar.

Company Law 2016. It is a Total Revamp with Huge Tax Planning Opportunities!

DR CHOONG KWAI FATT B.Acc(Hons)(Malaya),LL.B(Hons)(London), CLP, MCL(IIUM),PhD(IIUM), FCCA(UK), CPA(M), CA(M), ACA(ICAEW), CA(Aust.),CPA(Aust.), CGA(Can), FCCS.

TAX CONSULTANT, ADVOCATE AND SOLICITOR (HIGH COURT OF MALAYA)

THE COURSE CONTENT INCLUDES BUT NOT LIMITED TO THE FOLLOWING: + Director’ Duties and Responsibilities:

MAXIMISE ON TAX PLANNING WITH COMPANIES ACT 2016 With the substantial change in company law, it creates lots of Tax Planning Opportunities. There are a huge learning gaps since it is a total revamp. Dr Choong states that there will be lots of preparation needed with regards to companies, also the Tax Planning Opportunities should not be missed. Enhanced in Corporate Governance gives greater loads and duties to directors and change the function of shareholders. Reporting system and how audit report will be prepared also has changed. Companies secretary, be it in-house or external, must be carefully appointed to ensure they are updated & equipped with the correct secretarial functions and right documentations.

= Hot Topic The following books will be provided FOC : - Companies Act 2016 (worth RM 260) - Interest Scheme Act (worth RM 140)

- Transforming from Companies Bill to Companies Act (worth RM 90)

* Directors’ NEW Duties and Defences – the added load of personal liability as to income tax and Real Property Gains Tax (RPGT) * Board of Directors – functions, authorities and relationship between directors * Written Resolution – what rules are archaic and what are the new and necessary circumstances to be used in written resolution * Loan to Directors – transfer pricing management and when director should say NO? * Preparation of Director’s Report and Business Review; * Directors’ liabilities, penalties and oﬀences, disclosure of interest rules * Indemnity insurance application

+ Financial Accountant’s NEW Duties and Responsibilities

+ Appointment, removal, resignation or

retirement, remuneration and expenses of: * Directors * Auditor * Company Secretary

+ Meeting with shareholders (members of

company) * with AGM * via Written Resolution quorum * Voting Procedures – by hand, poll, written resolutions * Conﬂicts between shareholders intervention and directors refusal to act – What are the middle grounds to take and resolve?

+ Annual General Meeting is now discretion

* but do look out for your tax consideration

and appropriate procedures for submission of annual return

+ Shareholder’s Interference in the

company operation – triggering Transfer Pricing issues and related parties’ concern that should be taken into account

+ Shares in no par value regime – the consideration, do’s and don’t’s

+ Share Capital for incorporating a company

FOUR BURNING QUESTIONS on Each participant is given the opti to tion rela in s stion Que 4 it to subm this new Companies Act: 2 questions prior to event; 2 questions after the event. Send in 2 burning questions 10 working days prior to the event, where the questions will be submitted to Dr Choong for his consideration and his suggested business solutions will be shared during the event as part of the content in the seminar.

tively In view that company law is rela new, Dr Choong has agreed to s on answer two post event question s company law (where your question ths mon 3 in with itted should be subm from the event date).

– how much is adequate, how much is considered to be too little?

+ Solvency Test and Statement * its applications with illustration * penalties on non-compliance * the detailed mechanism and director’s

defences

+ Dividend proposed, payment and its

inherent risk – with practical application, case study

+ Dividend payment or capital reduction? –

the noting point and PRECAUTIONS before the next pay-out and share reduction

+ Proﬁt Distribution under the new regime for Tax Eﬃciency

+ Interest Scheme Act 2016 - Methods to raise Capital or Seed Capital

+ Accounting Compliance Impact from

implementation of Companies Act 2016: * Audited Accounts circulation and lodgement timeline * records keeping and retention * annual return submission * exempt private company – procedures * issued and paid up capital – the presentation * redemption of preference shares – the noting points * shares can now buy back : BUT should you REALLY BUY IT? * transitional provisions on shares premium accounts * issuance of redeemable preference shares, debenture, ordinary shares – still good now? * Audit Exemption on small companies rules and guidelines

+ Business Contract – Witness or Common Seal? * What are the NEW Credit Control

Management procedures needed to deal with company with Single Shareholder?

+ Capital Reduction Mechanism and Procedures When to use it and when to say NO to it?

+ Financial Assistance Mechanism and Procedures Company providing ﬁnancial assistance for shares purchased – What are your NEW Income Tax consideration?

+ Constitution

* to have or not to have? * existing M&A and A&A is deemed

constitution – to amend, alter or to replace with a NEW ONE? * what are the various consideration needed prior to adopting the New Constitution?

+ Single Director Company

* Incorporation * Operation Mechanism * Death of Single Director * Succession Alert

+ Setting up a company with single shareholder and director – What are the risks and safeguard to be taken into account?

+ Convert to Single Shareholder Company? – What hiccups and Estate Planning needed before you jump into it?

+ Tax Eﬃcient Corporate Structure under the Companies Act 2016

+ Members of �ompany

(Shareholder’s intervention) * Compliance procedures * Director Action or Reaction

+ Striking oﬀ the company * rules and procedures

+ Thin Capitalisation Rule * how new company law

will trigger and how to defence against it?

Malaysia’s Companies Act 2016 and Tax Planning

PROGRAM TIMELINE

25 OCTOBER 2017

Estimated timeline for Company Law 2016

REGISTRATION & BREAKFAST (BREAKFAST PROVIDED)

8.30 AM

+ Director’ Duties and Responsibilities + Financial Accountant’s NEW Duties and Responsibilities + Appointment, removal, resignation or retirement, remuneration and expenses of:

* Directors * Auditor * Company Secretary

+ Meeting with shareholders (members of company) + Annual General Meeting is now discretion

9.00 AM

* but do look out for your tax consideration and appropriate procedures for submission of annual return

+Shareholder’s Interference in the company operation – triggering Transfer Pricing issues and

related parties’ concern that should be taken into account

+ Shares in no par value regime – the consideration, do’s and don’t’s + Share Capital for incorporating a company –

10.15 AM

how much is adequate, how much is considered to be too little?

+ Solvency Test and Statement + Dividend proposed, payment and its inherent risk – with practical application, case study + Dividend payment or capital reduction? – the noting point and PRECAUTIONS before the next pay-out and

share reduction

BREAK (SNACKS PROVIDED) 10.30 AM

+ Proﬁt Distribution under the new regime for Tax Eﬃciency + Interest Scheme Act 2016 - Methods to raise Capital or Seed Capital + Accounting Compliance Impact from implementation of Companies Act 2016 + Business Contract – Witness or Common Seal?

* What are the NEW Credit Control Management procedures needed to

deal with company with Single Shareholder?

12.30 PM

+ Capital Reduction Mechanism and Procedures + Financial Assistance Mechanism and Procedures + Constitution * to have or not to have?

LUNCH (MEAL PROVIDED) 2.00 PM

* existing M&A and A&A is deemed constitution – to

amend, alter or to replace with a NEW ONE? what are the various consideration needed prior to * adopting the New Constitution?

+ Single Director Company * Incorporation * Operation Mechanism * Death of Single Director * Succession Alert

3.00 PM

+ Setting up a company with single shareholder and director – What are the risks and safeguard to be taken into account?

BREAK (SNACKS PROVIDED)

+ Convert to Single Shareholder Company? – What hiccups and Estate Planning needed before you jump into it?

+ Tax Eﬃcient Corporate Structure under the Companies Act 2016 + Members of �ompany (Shareholder’s intervention) * Compliance procedures

3.15 PM

* Director Action or Reaction

+ Striking oﬀ the company - rules and procedures + Thin Capitalisation Rule

* how new company law will trigger and how to defence against it? Q & A Session

End of live event

5.00 PM 7.00 PM

Note : Speaker is committed to high quality of presentation and insists that all materials are covered. Therefore the schedule may vary.

PRICING

Choose the right rate for you.***

HRDF claimable

Want to attend the seminar at its lowest price ? Register in group of 3 or more participants in one registration to get additional discount.

* Subject to employer’s application to PSMB.

FROM 29 SEPTEMBER 2017 ONWARDS THE FULL FEE IS RM 1,288+. WITH GROUP REGISTRATION DISCOUNT OF RM 100 AND RM 200 RESPECTIVELY

3- 4 pax

1 - 2 pax

5 & more

STILL APPLICABLE FOR GROUP REGISTRATION

RM 1,088+ per pax

RM 988+ per pax

RM 888+ per pax

RM 1,288+ per pax

RM 1,188+ per pax

RM 1,088+ per pax

***The fee shown is subject to 6% GST EARLY BIRD DISCOUNT ? ber 2017 to Register early by 29 Septem RM 200 oﬀ. al ition add to f entitle yoursel

Enjoys RM 200 oﬀ as early bird discount when you register by 29 September 2017.

By registering three or more participants enjoy an additional RM 100 oﬀ from early bird price .

*****

Here’s how the math works : RM 1,288 - RM 200 early bird discount - RM 100 group registration discount = RM 988+.

more, entitled yourself ^^ By registering ﬁve or to additional RM 200 oﬀ

By registering ﬁve or more participants enjoy an additional discount of RM 200 oﬀ . Here’s how the math works : RM 1,288 - RM 200 early bird discount - RM 200 group registration discount = RM 888+.

This price is valid until 29 September 2017. This price is valid until 29 September 2017.

VENUE

***** *****

The seminar will be held in Ballroom, Level 5, The Gardens Hotel, Mid Valley City. Within the vicinity of one of Kuala Lumpur’s most popular shopping mall, it is ideal for outstation participants to bring along family to spend a weekend in Mid Valley City prior to attending seminar. Park in Zone B, Zone U or Premier parking zone which normally has adequate parking available or utilize the hotel valet option which is reasonably priced for all hotel guests. Flat rate of RM 5 per entry with validation for parking in Zone B, U or Premier parking zone. Synergy TAS PLT Suite 153, PG-15A, Ground Floor, Jaya 33 No. 3, Jalan Semangat, Section 13 46100 Petaling Jaya, Selangor (016) 302 6109 ; (016) 328 6312 event@synergytas.com COPYRIGHT (C) 2017 SYNERGY TAS PLT.

IDEAS ARE THE BEGINING POINTS OF ALL FORTUNES.

UNDERSTAND THE NEW COMPANIES ACT & GET YOUR TAX PLANNING IDEA IS THE BEGINING POINTS OF GREAT BUSINESS TAX SAVING AND RISK MANAGEMENT. See you on Event Day !

Online version of this form can be access vide this link :

www.synergytas.com/companylaw2016

COMPANY LAW 2016 : TOTAL REVAMP WITH

Fee based on number of registered participant. * Price quoted is subject to 6% GST.

HUGE TAX PLANNING OPPORTUNITIES

Tick

to indicate your category of fee.

1 - 2 Participant(s) 3 - 4 Participants

Most important company law with tax planning event of the year. Name (Mr / Mrs / Ms)

Require Vegetarian Meal

Live Event

Designation

Time

9.00 AM to 7.00 PM

Certificate of attendance will be printed according to this name.

Location

Require Vegetarian Meal

THE GARDENS, MID VALLEY CITY, KUALA LUMPUR.

Simple way to register

Designation

Online Form at www.synergytas.com/companylaw2016 or, Email : event@synergytas.com Just scan this form and email to register for seat(s). Thereafter upon payment, please scan and email the deposit slip to event@synergytas.com .

Email Mobile Tel Require Vegetarian Meal

Billing to Company Address

Designation Email

How do you know about this event?

Mobile Tel

Certificate of attendance will be printed according to this name.

Bar Council Approved CPD: 6 CPD

25 OCTOBER 2017

Participant 2

Participant 4 Name (Mr / Mrs / Ms)

10 CPD

Date

Email Mobile Tel

Certificate of attendance will be printed according to this name.

(After RM 100 group discount per participant)

(RM 200 group discount per participant)

Certificate of attendance will be printed according to this name.

Particiant 3 Name (Mr / Mrs / Ms)

RM 1,188+ per participant

5 or More Participants RM 1,088+ per participant

Participant 1

Name (Mr / Mrs / Ms)

RM1,288+ per participant

Words of mouth

Postcard

From Synergy TAS Website

SMS/ WhatsApp

Other:

Require Vegetarian Meal

Nature of Business Construction Manufacturing Consultancy

(Vital information for Speaker to take into account in the preparation of seminar material)

Management Developer Investment Holding Company Audit

Real Estate

Health

Trading Education Logistics Legal Tax Agent Company Secretary Services Retail Financial Services

Other:

Designation

Products and Services

Email Mobile Tel Participant 5 Name (Mr / Mrs / Ms)

Certificate of attendance will be printed according to this name.

e.g. Plastic Producing, Buy Land and Develop, Investment Holding Company, Medical Devices, Chemicals, Waste Products, Diesel, IT, etc.

Tel Require Vegetarian Meal

Contact Person Email Remark

Designation Email Mobile Tel

Please make payment to : "SYNERGY TAS PLT" ( CIMB : 800 707 1544 ) either through bank transfer or bank in cheque prior to the event.

Terms and Conditions | Cancellation Policy: No refund will be made after payment is made. If the registered participant is unable to attend, a substitute delegate is allowed at no extra charge. However, should there be a request to change the name printed on the certificate of attendance to that other than that shown on the registration form, RM 100 extra will be charged as reprinting service charge. The organiser reserves the right to refuse service. The organiser reserves the right to change event date and venue, with notice being sent vide the email registered above. Information collected is in pursuant to the Personal Data Protection Act 2010. | *HRDF Claimable : Subject to approval by PSMB . | **CPD : Final CPD accepted by professional bodies vary and subject to each bodies’ discretion. |Seats are confirmed on payment made and on first come first served basis only. You have fully understood the DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY stated in our Synergy TAS PLT website at http://www.synergytas.com/disclaimer/. You may not, without our prior written permission, frame or inline link any of the content of this brochure, or incorporate it into another website or other service any of our material, content or intellectual property. REF: 20171001HC