Incorporation and Registration

of Companies

Public Foreign

Private

1
LEARNING OBJECTIVES
 Explain the basic steps in registering a private company
limited by shares

 Describe the pre- and post-incorporation documents

 Understand the statutory requirements in registering a

public limited by shares

 Understand the matters to be discusses at the first

board of directors meeting once a company is
incorporated

2
PROCEDURE TO CHANGE OF NAME OF THE COMPANY / CHOICE OF NAME

File FORM 13A – Request for Availability of Name

Fee of RM30 per name
2
SELECTED NAME SUBMITTED TO CCM

•The name may be rejected

•The name may be accepted with conditions
•The name is accepted and approved

CCM shall reserved the

Should not names: proposed name for
• similar to existing co’s 3 months from the date
• trademark of any product of lodging of the application
• undesirable names
CCM RESPOND THE
• minister directed CCM not to accept
FOLLOWING MANNER
Public co – have word Bhd 3
Private co – have word Sdn
Name not exceed 50 characteristics
3

CHOOSE THE COMPANY NAME 1

 INCORPORATION/REGISTRATION
OF PRIVATE COMPANY
2 Prepare
pre-incorporation
Documents (within 3mth
after lodge form 13A
1
MOA & AOA
Form 48A: statutory declaration as director
Form 48F: Declaration as secretary
Form 6 : Declaration of compliance
A copy of name approval letter by CCM
Bank draft of registration fees
Photocopy of IC card of 1st D & secretary

Search for 3
Issue Certificate
name
Form 13A, RM30, CCM of Incorporation
characters < 50 Form 9
including Sdn. Can commence
4
Bhd. business immediately
upon receipt of its COI
Form 24: allotmnt of share
Form 44: registr of office & File
Submit within 1 hour post-incorporation
month after Form 49: particular of documents 4
the incorporation
director, manager &
secretary
 INCORPORATION/REGISTRATION
OF PUBLIC COMPANY
MOA & AOA
2 Prepare Form 48A
pre-incorporation Form 48F
Documents (within 3mnth Form 6
After lodge form 13A A copy of name approval letter by
CCM
Bank draft of registration fees
Photocopy of IC card of 1st director &
1 secretary
3
Search for Issue Certificate of
name
CCM Incorporation
Form 13A, RM30, Form 8 – for the registration
characters < 50 * A public company is not
including Bhd. allowed to commence
4 business and exercise
borrowing powers until it has
Submit within 1 Form 24 File 5
obtained FORM 23
month after Form 44 post-incorporation
the incorporation Form 49 documents
THE CCM WILL ISSUE THE FORM 23: TO COMMENCE BUSINESS
(FOR PBLC COMP)UPON SUBMISSION OF THE FOLLOWING
DOCUMENTS TO CCM:

A statement in lieu of
prospectus in accordance
with the
6th schedule to the Act.

If the public is making a public A statutory declaration

offer of shares, that all directors
the secretary must sign have paid
and file with CCM, FORM 22: for their shares
stat declaration that issued prospectus in accordance with
the 2nd Schedule,
If the public company does signed by a
not issue its shares to the public, director or secretary.
the secretary must sign
and lodge with CCM, FORM 18:
STATUTORY DECLARATION OF COMPLIANCE BY COMPANY
THAT HAS
NOT ISSUED PROSPECTUS
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POST INCORPORATION DOCUMENT

• Allotted as stated:
•(i) number and nominal amount of the shares
FORM 24 – •(ii) amount paid, deemed to be paid, or due and payable
Return of •(iii) the different classes of shares in the allotment
Allotment of
Shares •(iv) the full name and the address of the allottees and the number and class
of shares allotted to him

FORM 44 –
•Section 46 (CA2016)
Registered Office •That is the situation of registered company
& Office Hours &
Particulars of
Change

•Director : Full name, residential address, DOB, business occupation,

identification of other directorship of public companies
FORM 49 –
Particulars of •Secretary & Manager: Full name, address & other occupation, particulars of
Directors, the change
Managers and
Secretaries
•Any changes in particulars
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THE PROCEDURES ON CONVERSION FROM
PRIVATE LIMITED COMPANY TO PUBLIC LIMITED COMPANY.

The directors shall instruct the secretary
to call for a general meeting to pass
following special resolutions:
• To convert the co from a private co to
a public co
• To ammend its name by removing the
word Sdn
• To alter the MOA & AOA to remove the
restrictions applicable to a private co
The company shall prepare:
• A statement in lieu of prospectus, and
• FORM 18 (Statutory declaration of compliance
by company that has not issued prospectus)
The registrar will issue FORM 20 COI
on conversion to a public co which
confirms the status as a public co
After the special resolutions are
passed at the GM, The following docs
are lodged:
FORM 11 – Notice of Resolution
Statement in lieu of prospectus
FORM 18
FORM 46 or FORM 47
A printed copy of the amended M & A
Registration fees RM300

If there is a provision for directors’ share qualification, each director must complete either
• FORM 46 – Undertaking by Director to Take and Pay for Qualification Shares, where the
director has yet to take up the qualification shares; or
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• FORM 47 – Statutory Declaration by Director of Registration of Qualification shares, where
the director has acquired the qualification shares.
THE PROCEDURES TO CONVERT A PUBLIC COMPANY LIMITED
BY SHARES TO A PRIVATE COMPANY LIMITED BY SHARES

Passing the following special

resolution at EGM.
♥ Convert to a private co.
♥ Amend its name by adding the word
“Sdn”
♥ Alter provision of M&A to impose the
restrictions applicable to a private co. in
accordance to S.15(1)

CCM will issue: Lodged the following

FORM 19 documents with the
CCM:
Certificate of • FORM 11
Incorporation on • Printed copy of the amended
Conversion to a M&A
• Registration fee of RM 50 9
Private Co.
 STATUTORY MEETING

When a public co receives

FORM 23, it must hold
a SM.
Statutory report must state:
It is held once in the
entire life of the co. • Total numbers of shares allotted
•Total cash received of shares allotted
The purpose is to •Receipts/payments balance in hand of
approve and adopt preliminary expenses
Statutory Report •Names/addresses directors, debenture
FORM 51. holders, secretary, etc
•Particulars of contract for approval
Inform members; promotion,
Flotation, development

Failure: ground for co to be

winding up
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 Appointment of
chairman COI
Declaration of
Directors’ interests
In Contracts, property First Directors

Ratification of
pre-incorporation
contracts FIRST BOARD OF Appointment of secretary
DIRECTORS MEETING

Registered office
Immediately after co obtained its
COI is to approve Appointment
and confirm the following matters of auditors
Allotment
Of additional
shares
Common
Suscribers’ seal
Financial
shares Bank Year
accounts 11
end
TYPE OF FORMS (PRIVATE & PUBLIC)
 Form 13A : request for availability of name
 Form 48A : Statutory declaration by person before
appointment as director, or by a promoter before
incorporation as corporation
 Form 6: declaration of compliance
 Form 48F: declaration by a person before appointment as
secretary
 Form 24: return allotment of share ( submit within 1mnth
after received COI)
 Form 44: notice of situation of registered office & of office
hours and particulars of changes
 Form 49: return giving particulars in register of directors,
managers and secretaries and change of particulars
 TYPE OF FORMS (PUBLIC ONLY)

 Form 8: certificate of incorporation of public

company
 Form 23: certificate that a company is entitled to
commence business
 Form 22: statutory declaration of compliance by
company that has issued prospectus
MEMORANDUM OF ASSOCIATION
 Regulates the external affairs

 Must be signed by at least 2 subscribers &

signature must be witnessed by 3rd party

 Defines the essential component of the structure

of the company:
 The name of the company (sendirian berhad)
 The company’s registered office
 The object of the company (restricted to 3 objects)
ARTICLES OF ASSOCIATION
 Regulations for internal management
 A company limited by share may register with
ROC its articles
 Dealing with:
 Name of the company
 Share capital & variation of right
 General meeting etc

Documents Original Duplicate copy

(stamping fees (stamping fees
charged) charged)
MOA RM 100 RM 10

AOA RM 100 RM 10
THANKS 