Incorporation

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Incorporation

FAQ – Incorporation

1) How to incorporate a company limited by shares?

The company must have at least 2 directors each of whom has his principal or only place of residence in Malaysia and with minimum of 2 members (shareholders) except a wholly owned subsidiary.

 

2) What are the registration procedures for incorporation of a company?

For detail information, you may refer to : (GUIDELINES FOR INCORPORATION OF A LOCAL COMPANY)

  • Briefly, conduct a name search with CCM for availability (GUIDELINES FOR INCORPORATION OF A LOCAL COMPANY)
  • Preparing the documents once approved by the CCM
  • After execution the documents, stamp the M&A and arrange for attestation of the Form 48A
  • Submission to CCM all relevant documents duly executed
  • The issuance of Certificate of Incorporation by CCM
  • Submission of Forms 24, 44 & 49 to CCM to complete the exercise

 

3) What is a Shelf Company?

Shelf Company is a ready made company for those who need a company in very short period. The shelf company is dormant and has not commenced business activities.

 

4) What is a Memorandum of Association?

It defines the powers and objects of the company particularly as regards the dealing of the company with the outside world.

 

5) What are the Articles of Association?

These are the internal regulations of the company, governing the rights and duties of the members of a company among themselves.

 

6) Where must the company name be displayed?

Every company must display its company name on the outside of every office or place in which its business is carried on. The name shall be in a prominent position in romanised letters and easily legible.

 

7) Where should the company registration number be shown?

The company registration number must appear on its seal and all business letters, statements accounts, invoices, official notices, publications, bills of exchange, promissory notes, endorsements, cheques, orders, receipts and letters of credit of or purporting to be issued or signed by or on behalf of the company.

 

8) How long should the former name of a company appear after the company changed its name?

The former name of a company must appear after its present name in all company stationery for a period of 12 months from the date of change of name.

 

9) How to close down an existing company?

There are two ways of closing down the company

  • Apply strike-off with CCM with the terms and conditions as stipulated in CCM’s guideline.
  • By way of voluntary Winding-up.
    • Members’ voluntary winding-up : The company is solvent. Members have control.
    • Creditors’ voluntary winding-up : The company is insolvent. The creditors have control but usually they are friendly creditors.
  • By way of court order

10) What is Company Search

A request with the Suruhanjaya Syarikat Malaysia (SSM or Companies Commission of Malaysia) to obtain corporate and financial information on the targeted Company.

 

11) How to change company’s name

  • Conduct a name search at the CCM for the availability of the desired name. The proposed name is subject to the approval by the CCM.
  • Once approval from CCM is obtained, the Board of Directors has to approve the change of name by passing Board Resolution.
  • A general meeting of members will be convened for approving the change of name.
  • Lodged Form 11 to CCM for the change of name.
  • Finally, Borang 13 will be issued by CCM to confirm and effect the change.

 

12) What happens if accounts and annual returns are not filed?

All the directors of the company and the Company will be penalized or prosecuted by CCM for the non-compliance of Companies Act, 1965 under Section 143, 165 and 169.