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Q：
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What restrictions apply to a Company Limited by Guarantee (“CLBG”) in relation to its power to acquire and hold land?
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A：
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A CLBG is required to obtain the approval of the Minister before it may acquire, hold or own any land in accordance with Section 45(4) of the Companies Act (“the Act”). Such application to the Minister can be applied via the Corporate Registry System (“CRS”) with a prescribed fee of RM300.00.
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Q：
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Can a CLBG incorporated with the omission of “Berhad” or “Bhd”?
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A：
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No. A CLBG must be incorporated with the word “Berhad” or “Bhd” forming part of its name. However, an application for a licence permitting such omission may be submitted post incorporation through CRS in accordance with Section 45(3) of the Act with a prescribed fee of RM300.00 upon fulfilling certain requirements.
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Q：
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Can a CLBG adopt the Malaysian Private Entities Reporting Standard in preparing its financial statements?
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A：
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No. A CLBG is a public company and is therefore required to prepare its financial statements in accordance with the Malaysian Financial Reporting Standards (MFRS).
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Q：
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Is a CLBG required to establish and maintain a system of internal control?
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A：
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Yes, pursuant to Section 246 of the Act, the directors of a CLBG are responsible for establishing and maintaining adequate system of internal control to safeguard its assets, keep proper accounting record and ensure effective management of its affairs.
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Q：
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Is a CLBG required to disclose its beneficial ownership information?
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A：
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Yes. As a CLBG does not have share ownership, the assessment of an individual as a beneficial owner will be based on criteria C, D and E which focus on ultimate effective control, the power to appoint or remove directors, and control of voting rights by a member through an agreement.
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