Posts tagged Companies Commission of Malaysia

INCORPORATION OF A LOCAL COMPANY IN MALAYSIA

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incorporation company in malaysia

There are three types of companies that can be incorporated under the Companies Act 965
(“CA”). They are:
• A company limited by shares
• An unlimited company
• A company limited by guarantee
For the purpose of conducting business in Malaysia, the most common type is a company limited
by shares.
COMPANY LIMITED BY SHARES
A company having a share capital may be incorporated as a private company (identified through
the words ‘Sendirian Berhad’ or ‘Sdn. Bhd.’ appearing together with the company’s name) or public
company (identified through the words ‘Berhad’ or ‘Bhd.’ appearing together with the company’s
name). The requirements to form a company are:
i. A minimum of two subscribers to the shares of the company (Section 4 CA);
ii. A minimum of two directors (Section 22 CA); and
iii. A company secretary who can be either:
a. an individual who is a member of a professional body prescribed by the Minister of
Domestic Trade and Consumer Affairs; or
b. an individual licensed by the Companies Commission of Malaysia (“SSM”).
Both the director and company secretary shall have their principal or only place of residence
within Malaysia.

incorporation company in malaysia

Incorporation Procedures
1. Name Search With SSM And Application For Name
A name search must be conducted to determine whether the proposed name of the company is
available. The steps involved are:
i. Completion and submission of Form A CA (Request For Availability Of Name) to SSM;
and
ii. Payment of a RM0.00 fee for each name applied.
When the proposed company’s name is approved by SSM, it shall be valid for three months from
the date of approval.
2. Lodgement of Incorporation Documents
Incorporation Documents (as further explained below) must be submitted to SSM within three
months from the date of approval of the company’s name by SSM, failing which a fresh application
for a name search must be done. [Steps (i) and (ii) above shall have to be repeated].
Incorporation Documents To Be Lodged With SSM
1. Memorandum and Articles of Association
• An original copy of the Memorandum and Articles of Association shall each be stamped at
RM00.00. Stamps are affixed at the Inland Revenue Board’s stamp office.
• The directors and secretaries shall be named in the Memorandum and Articles of Association.
• The subscribers to the company’s shares shall sign the Memorandum and Articles of
Association in front of a witness.
• Table A of the Fourth Schedule in the CA can be adopted as the Articles of Association of the
company (Section 0 CA).

NOTE:

For incorporation of a private company, the Articles of Association shall contain the following
stipulations:
i. Restriction on the right to transfer the company’s shares;
ii. Limitation on the number of members to not exceed fifty;
iii. Prohibition on any invitation to the public to subscribe the shares/debentures of the
company; and
iv. Prohibition on public invitation to the public to deposit money with the company.
2. Form 48A (Statutory Declaration By A Director Or Promoter Before Appointment)
The director or promoter declares under oath that:
• he/she is not a bankrupt; and
• he/she has not been convicted and imprisoned for the prescribed offences.
3. Form 6 (Declaration of Compliance)
This declaration states that all the requirements of the CA have been complied with. It must be
signed by the company secretary who handles the registration and is named in the Memorandum
and Articles of Association.
4. Additional documents:
• Original Form A.
• A copy of the letter from SSM approving the name of the company.
• A copy of the identity card of each director and company secretary

 

Registration Fees
Each application for the incorporation of a company shall be accompanied with payment as per the
schedule below:
AUTHORISED SHARE CAPITAL (RM) FEES (RM)

AUTHORISED SHARE CAPITAL (RM) == FEES (RM)
Up to 100,000 == 1 ,000
1 00,001 –> 500,000 == 3 ,000
500,001 –> 1 million == 5,000
1 ,000,001 –> 5 million == 8,000
5,000,001 –> 10 million == 10,000
1 0,000,001 –> 25 million==  20,000
25,000,001 –> 50 million ==  40,000
50,000,001 –> 100 million == 50,000
1 00,000,001 and above == 70,000
Certificate of Incorporation
A Certificate of Incorporation will be issued by SSM upon compliance with the incorporation
procedures and submission of duly completed incorporation documents.

 

* Please consult with us if you needed expertise to register your company please contact 016-6631979 (Ezlie) for more information.

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Hebahan Media SSM : IN RESPONSE TO THE ARTICLE PUBLISHED IN THE STAR DATED 2 APRIL 2013 ” TIGHTEN RULES FOR COMPANY SECRETARIES”

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The Companies Commission of Malaysia (SSM) refer to the letter “Tighten Rules For Company Secretaries” (The Star, 2 April 2013). SSM would like to thank the writer for his feedback.SSM wish to respond and provide explanation to the comments made.

SSM agree with the writer that only qualified persons should practice as company secretaries, given that their role today goes beyond merely performing the administrative duties for a company. They are also required to advise on statutory compliance matters under the Companies Act 1965 and ensuring good corporate governance is practiced by the board of directors.

Under the Companies Act 1965, a person is qualified to act as a company secretary when he or she is licensed by the Registrar of Companies or is a member of a professional body prescribed by the Minister of Domestic Trade, Co-operatives and Consumerism published in the Gazette.  Currently, the prescribed bodies are the Malaysian Institute of Chartered Secretaries and Administrators (MAICSA), Malaysian Institute of Accountants (MIA), Malaysian Institute of Certified Public Accountants (MICPA),the Bar Council of Malaysia, Sabah Law Association, Advocates Association of Sarawak and the Malaysian Association of Company Secretaries (MACS).

The licensing process of company secretaries by SSM includes evaluating that the applicant is fit and proper to act as company secretary.  The applicant’s background, work experience, academic qualifications and knowledge of company law will be assessed by SSM.

Company secretaries must continuously undergo courses and training under the Continuing Professional Education (CPE) requirement to enhance their standard of professionalism. Notably, SSM has implemented a requirement that licensed company secretaries must regularly attend a minimum number of training sessions or courses in a specified time period before they are allowed to renew their licenses.

SSM is fully committed in its functions as the nation’s corporate regulatory authority to ensure that only competent and qualified persons are granted license to practice as company secretaries in Malaysia. In this respect, SSM have taken enforcement actions against errant licensed company secretaries who had failed to perform his or her duties professionaly as company secretaries. These enforcement action includes the issuance of show cause letter, private reprimand, blacklisting and referral to prescribed bodies for disciplinary action. In a more serious cases, the license of the company secretaries will be revoked and court action will be instituted against them.

Nevertheless, there may be several irresponsible individuals who may have misrepresented themselves to the public that they arequalified ‘company secretaries’. As such, SSM advises the public, especially company directors, to conduct due inquiry in choosing and appointing their company secretaries. The public may verify the status of any company secretaries with SSM via email at [email protected] or by calling SSM Contact Centre at telephone number 03 77214000 or fax 03 77214001.

MOHD NAIM DARUWISH
Chief Executive Officer
Companies Commission of Malaysia (SSM)
5 April 2013

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