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
Conversation on W&I Insurance in M&A Transactions

As an M&A lawyer with a keen interest in the nuances of the M&A field, I’ve observed that warranty and indemnity insurance (W&I) is not that common in M&A transactions in Malaysia, as far as I know. Therefore, when I saw Martijn de Lange of BMS Group commenting about W&I …

Company Law
Indirect Substantial Shareholder

A person can be a substantial shareholder in a company without directly holding any shares in that company. One of the challenges that often arises when I work on IPOs or other equity capital market exercises is the assessment of whether an individual holds an indirect substantial shareholding in a …

Company Law
Legal Requirements for Directors’ Fees and Benefits in Malaysia

One common issue I encounter in both M&A deals and IPO exercises relates to compliance with the legal requirements for the payment of director’s fees and benefits. Additionally, the legal obligations regarding director’s service contracts should not be overlooked. Here are the key points: Constitution 1. If a company, whether public …