Company Formation

Mohd johan Lee

• Private Limited Companies
• In practice it is possible to take all the necessary steps to form a
private limited company yourself. The following steps will guide you
on how to incorporate a private limited company and how to act as a
company secretary
• Choosing a name and requesting for the availability of the name for
the intended company;
• Obtaining approval of the name from the CCM;
• Filing all the necessary incorporation documents;
• Completing and filing “Lampiran A ‘.
• Choosing a Name and Requesting for the Availability of the Name for the
Intended Company
• The following types of name will not be accepted for registration:-
• a name which is considered undesirable;
• a name which is identical to that of any other company or business;
• a name which the Minister has directed the Registrar not to accept for
registration;
• a name which so resembles the name of another company or business as
to be mistaken for such other company or business.
• Submit 'Form 13 A’ (Request for availability of name - available from some
local booksellers) together with a search fee of RM 30 to the Companies
Commission of Malaysia (CCM) to confirm whether or not the proposed
name is available for reservation for the incorporation of the intended
company. The name of the company must not exceed 50 characters
including the words ‘Sendirian Berhad’.
• Once you have received a letter of approval from the CCM that the
proposed name is available, you can then proceed to file all the
necessary incorporating documents.
• Your proposed name is only valid for three months from the date of
approval.
• Documents to be Submitted for Incorporation
• Before a new limited company can be registered by the CCM, it is
necessary to deliver to the CCM’s office the following documents, in
duplicate, within three months from the date of the approval of the
name.
• Form 6 ~ Statutory declaration of compliance
• Form 48A - Statutory declaration by persons before appointment as
a director or a promoter before incorporation of corporation. A copy
each for each director
• Memorandum and Articles of Association and
• “Lampiran A” (3 copies)
• A photocopy of the approval letter
• Relevant fees
• You are not allowed to commence business and use the name at this
stage. You can only do so upon receipt of the certificate of
incorporation (Form 9) from the CCM.
• If the CCM is satisfied with such submission, he will issue a certificate
of incorporation, the date of which will signify the date on which the
corporate body comes into existence as a legal entity, separate from
its members.
• Certificate of Incorporation
• This is the birth certificate having a registration number for the
company. Once this certificate is issued, the company can commence
operation of its business using the name so registered. The company
registration number must appear after the company's name, on all
documents, letters, etc.
• Registered Office and Records of Accounts
• A limited company must have a registered office in Malaysia where all
books and accounts are kept under the Companies Act 1965. Audited
accounts must be submitted to the CCM after adoption at an annual
shareholders' meeting Which should be held within six months of the
end of the previous financial year.
• Directors and Secretaries
• A limited company must have at least two directors at all times. They
must be natural persons (living persons, not organisations) who must
have their principal or only place of residence within Malaysia.
•
Similarly, a company secretary must be a natural person who is
appointed and has his/her principal or only place of residence in
Malaysia. He/she must be a member of a prescribed professional
body or is licensed by the Companies Commission of Malaysia,
• Memorandum and Articles of Association
• The affairs of a limited company are governed by these documents. These are
usually combined into one, consisting of two parts, with the first part being the
memorandum of association and the second part the articles of association.
What is the “Memorandum of Association”?
• The “Memorandum of Association” defines the essential components of the
structure of the company. Its essential contents are:-
• the name of the company (which must end with the words “Sendirian Berhad” if
it is a private company, or just “Berhad” if it is a public company);
• the situation of the company's registered office;
• The objects of the company, i.e. the nature of business intended to be carried
out;
• that the liability of the members is limited;
• the nominal amount of the authorised share capital with which it is proposed to
register the company and the division of such capital into shares of a fixed
amount; and
• the association clauses.
• The “Memorandum of Association” must be signed by at least two
subscribers, duly dated. The signature of each subscriber must be
witnessed by a third person. Each of the subscribers must undertake
to subscribe for one or more shares of the company.
• What is the “Articles of Association”?
• The “Articles of Association5', which constitutes the internal
regulations of a company usually contains clauses dealing with the
under-mentioned matters.
• Every company is required to have a written constitution in the form
of the above two documents. These documents can be purchased
from almost any printer. These documents are all in standard format.
All you have to do is to fill in the blanks on certain pages of the
documents, for example
• Memorandum of Association
• • the name of the company
• the objects of the company
• the amount of authorised capital (minimum RM 100,000) and its
division into class of shares and its specific value
• name, identity card number, address and occupation of each
subscriber
• • name, designation and address of the witness to the signature
of each subscriber.
• Articles Of Association
• the name of the company
• the name of each first director (minimum two)
• the name of the first company secretary
• the minimum and maximum number of directors
• the share qualifications of each director, if any
• name, identity card number, address and occupation of each
subscriber
• name, designation and address of the witness to the signature of
each subscriber.
• The “Articles of Association” also includes a proviso governing the use of a
company seal on certain formal documents such as share certificates. You
may obtain such a seal from a seal maker for about RM 80.
• You are required to prepare at least a few copies for distribution and filing.
Usually the printer will want you to print at least 50 copies. You are
required to forward two copies to the CCM, i.e. one as original and the
other as duplicate
• Before filing the memorandum and articles of association, you must ensure
that they are duly stamped. The stamping fees for the documents are as
follows:
• Documents Stamping fees charged
• Duplicate
• Original Copy
• • Memorandum of Association RM100 RM 10
• • Articles of Association RM 100 RM 10
• Filing of Documents and Forms
• The following documents and forms together with their respective
prescribed fees must be forwarded to the CCM:-
• Memorandum and Articles of Association (two sets)
• Form 6 (one set)
• Form 48A (two sets)
• Fees charged for authorised share captial (see schedule of fees)
• Approval letter from the CCM.
• Filing of Forms 24? 44 and 49
• If the said documents and forms are in order, the CCM will issue a
certificate of incorporation (Form 9) within 10 days. You can then
commence business from that date. The certificate of incorporation
can be collected at the office of the CGM by producing the collecting
slip known as “PI”, issued by the CCM.
• Please bear in mind that you are required to submit the following
forms in duplicate together with their respective fees within 30 days
of the date of incorporation of the company
• Form 24 - Return of allotment of shards (see pages 84-87)
• Form 44 - Notice of situation of registered office and of office hours
and particulars of changes (see page 88)
• Form 49 - Return giving particulars in register of directors, managers
and secretaries and changes of particulars.