FAQ for Sdn Bhd
Incorporation process
Companies Act 2016, Division 2 - Incorporation under Section 14 to 16

1. What is SSM, and how does it relate to company incorporation in Malaysia?

SSM stands for the Companies Commission of Malaysia (Suruhanjaya Syarikat Malaysia in Malay). It is the regulatory body overseeing company registration and compliance. SSM plays a vital role in the company incorporation process in Malaysia.

2. What are the basic steps involved in the company incorporation process with SSM?

The process typically involves name reservation, preparation of incorporation documents, submission to SSM, payment of fees, and the issuance of the Certificate of Incorporation.

3. How do I reserve a company name with SSM?

To reserve a company name, submit a Name Search application through the SSM online portal. Upon approval, you have 30 days to proceed with the incorporation process.

You may refer more details our FAQ on Availability and reservation of company name.

4. What documents are required for company incorporation with SSM?

Commonly required documents include the identification documents (NRIC and/ or passport) and particular of directors and shareholders, Section 201, nature of business with relevant MSIC code, addresses.

5. How long does it take to get the Certificate of Incorporation from SSM?

The processing time varies, but typically it takes around 1-3 working days after submitting all required documents and payment’ subject to SSM discretion.

6. What fees are associated with the company incorporation process with SSM?

Fees include name reservation fees and incorporation fees.

7. What types of companies can be incorporated with SSM?

SSM facilitates the incorporation of various business entities, including private limited companies (Sendirian Berhad - Sdn Bhd), public limited companies (Berhad - Bhd), and limited liability partnerships (LLP).

8. Can foreign nationals or companies register with SSM?

Yes, foreign nationals and companies can register with SSM to establish a residency and presence in Malaysia. They may need to comply with specific requirements, such as appointing a local director.
Availability and reservation of company name
Companies Act 2016, Division 4 - Name of Company under Section 25 to 27
Guideline on Company Names

1. What is a Name Search in the context of company incorporation?

A Name Search is the process of checking the availability and approval of a proposed company name before officially registering a business in Malaysia. It ensures that the chosen name complies with regulatory guidelines.

2. Why is a Name Search necessary before incorporating a company?

A Name Search is mandatory to confirm the uniqueness and acceptability of the proposed company name. It prevents duplication, confusion, and ensures compliance with the Companies Act 2016.

3. How can I conduct a Name Search for my company?

The Name Search is typically done through the SSM online portal. You can submit a name search application and check the availability and approval status of your proposed company name.

4. What are the criteria for an acceptable company name?

The proposed name should be unique, not similar to existing registered names, and should not violate any trademarks. Additionally, it must comply with SSM guidelines regarding permissible characters and words.

5. How long does it take to get the results of a Name Search?

The processing time for a Name Search is usually within one to two working day. However, the actual duration may vary based on the workload of the Companies Commission and any additional clarifications required.

6. Can I reserve a company name after a successful Name Search?

No, a successful Name Search approval does not automatically reserve the name. It provides a window of 30 days within which you must proceed with the company registration process. The extension of time is allowable with additional fee payable to SSM. If not, the name will be made available to others.

7. What happens if my proposed company name is rejected during the Name Search?

If your proposed name is rejected, you'll need to choose an alternative name and resubmit for approval. The rejection reasons will be provided, helping you modify the name to meet regulatory requirements.

8. Can I change the approved name after incorporation?

Once a company is incorporated, changing the company name involves a separate process and is subject to approval by the Companies Commission. It is advisable to choose a name carefully during the incorporation stage.

9. Is the Name Search fee refundable if my proposed name is rejected?

No, the Name Search fee is typically non-refundable, regardless of the approval status. It is essential to conduct thorough research before submitting a proposed name to avoid unnecessary expenses.

10. Can I conduct a Name Search for free?

No, there is a fee of RM50.00 associated with the Name Search process. The fee amount may vary, and it is payable during the online application submission.
SSM statutory form – S14, S15, S17
Companies Act 2016, Division 2 Incorporation and Its Effects under Section 15, 17 to 19

1. What are statutory forms, and why are they important after the company incorporated?

Statutory forms, such as Certificate of Incorporation, Sections 14 and 15, are crucial post-incorporation documents required by the SSM. They comprise information such as the company particulars, other essential information, directors particular, members particular and share structure.

2. When the forms is used?

These forms are commonly used by the company upon any application to open bank account, business license with signboard, enter into tenancy agreement, utilies such as water and electricity.

3. Can updates to shareholder and member particulars be made at any time, or are there specific deadlines?

Updates should be made promptly whenever there are changes in shareholder and member particulars. A company shall notify SSM within fourteen days from the date of changes.
Address – Registered office and business office address
Companies Act 2016, Division 8 Registered Office and Registers under Section 46 to 47

1. Why is a Registered Office Address important for a company registered with SSM?

The Registered Office Address is a legal requirement for all registered companies in Malaysia. It serves as the official address for communication with regulatory authorities, location where keeping the registered file and must be a physical location within Malaysia.

2. Can the Registered Office Address and Business Address be different for a company?

Yes, the Registered Office Address and Business Address can be located at different location.

3. What are the requirements for a valid Registered Office Address?

The address must be a physical location, not a P.O. Box, and accessible for the public during normal working hours. It should be stated in the company's registration documents and be capable of receiving official correspondence.

4. How do I update or change the Registered Office Address with SSM?

Any change to the Registered Office Address must be promptly notified to SSM. Submit the Section 46(3) form to update the address, and ensure compliance with regulatory guidelines.

5. Are there specific guidelines for choosing a Business Address?

While there are no specific guidelines for a Business Address, it is recommended to choose an address that reflects a professional image and is suitable for business activities.

6. Can I use a Business Address located outside of Malaysia for my company registered with SSM?

No, the Business Address must also be within Malaysia. SSM requires a local address where business-related communication can be sent and received.
Annual Return
Companies Act 2016, Division 10 Annual Return under Section 68

1. What is the Annual Return, and why is it important for companies?

The Annual Return, as per Section 68 of the Companies Act 2016, is a comprehensive document that companies must submit annually to the SSM. It provides a yearly update on the company's particulars, financial information, and activities.

2. When is the Annual Return due for submission?

The Annual Return must be submitted within 30 days from the anniversary of the company's incorporation date. Companies must ensure timely submission to avoid penalties.

3. What information is included in the Annual Return (Section 68)?

The Annual Return includes informations of the company and Section A to G comprise of particulars of company, shareholding structure, indebtedness, directors, managers, secretaries, auditors, members, shareholding analysis and certain provision certification.

4. How can a company submit the Annual Return to SSM?

Companies can submit the Annual Return through the SSM online portal via MBRS with assistance from company secretary.

5. Are there penalties for late submission of the Annual Return?

Yes, late submission incurs penalties, and the amount increases with the duration of the delay. It is crucial for companies to adhere to the submission deadline to avoid financial repercussions.
Share Capital
Companies Act 2016, Division 1 Share and Capital Maintenance under Section 69 to 133

1. What is share capital, and why is it important for companies?

Share capital represents the total value of shares a company is authorised to issue. It is a crucial element for companies as it determines ownership, financial structure, and the company's ability to raise funds.

2. What is the type of share capital in a company?

Share capital is typically classified into ordinary and preference shares Each type of share may carry different classes, rights and privileges.

3. Can a company change its share capital after incorporation, and how is this done?

Yes, a company can change its share capital after incorporation through allotment or increase of shares. This involves submitting the necessary forms to SSM for approval and update the register of members.

4. What is a share transfer, and why would someone transfer shares in a company?

A share transfer is the process of transferring ownership of shares from one party to another. This can happen for various reasons, including changes in ownership, investment strategies, or corporate restructuring.

5. What forms are required for the transfer of shares?

The main form for share transfer is Section 105. This form need to lodge to Lembaga Hasil Dalam Negeri for stamping endorsement following by update of the Register of Members with SSM.

6. Are there any restrictions on the transfer of shares, and how are these addressed?

The company's Constitution may contain restrictions on share transfers. Shareholders must adhere to these restrictions, and any deviation requires approval through a resolution passed by the company.

7. What is the transmission of shares, and under what circumstances does it occur?

Transmission of shares refers to the transfer of ownership due to unforeseen events such as the death or bankruptcy of a shareholder. This process ensures a smooth transition of shares to the rightful beneficiaries.

8. How is the transmission of shares different from a regular share transfer?

While both involve the change of ownership, transmission occurs due to specific events like death, bankruptcy, or inheritance with or without will from the deceased person, while the transfer often following the legal procedures for such transfer.

9. What is a dividend, and why is it important for companies?

A dividend is a distribution of a portion of a company's profits to its shareholders. It is a way for shareholders to receive returns on their investments and is crucial for companies to attract and retain investors.

10. How is the declaration of dividends regulated in Malaysia?

The declaration of dividends is regulated by the Companies Act 2016. Companies must comply with the requirements set by the SSM. The main requirments are distribution out of profit and solvency.
Member, Director and Secretary
Companies Act 2016, Division 2 Members, Directors and Officers of Companies under Section 192 to 242

1. Who is a member, and what role do members play in a company?

A member is a person or entity that holds shares in a company, so called shareholders. Members are the owners of the company and are entitled to certain rights, including the right to vote on important matters and receive dividends.

2. What is the liability of members in a company limited by shares?

In a company limited by shares, members' liability is typically limited to the amount of their shares. This means that members are not personally liable for the company's debts beyond the amount on their shares.

3. Can members be held personally liable for the company's debts in certain situations?

Generally, members in a company limited by shares are not personally liable for the company's debts. However, there are exceptions, such as if members have given personal guarantees or engaged in fraudulent activities.

4. Who is a director, and what role do directors play in a company?

A director is an individual appointed by shareholder to manage and oversee the affairs of a company. Directors play a crucial role in decision-making, corporate governance, and ensuring the company's compliance with laws and regulations.

5. What are the legal responsibilities and duties of directors?

Directors have a fiduciary duty to act in the best interests of the company. Their responsibilities include managing the company's affairs, making informed decisions, and ensuring compliance with laws and regulations.

6. Can a person be disqualified from serving as a director?

Yes, certain individuals may be disqualified from serving as directors, including those declared bankrupt, convicted of certain offenses, or individuals subject to disqualification by court order.

7. Can a director be held personally liable for the company's debts?

In certain circumstances, directors may be held personally liable, especially in cases of fraudulent activities, wrongful trading, or if they breach their fiduciary duties. It is important for directors to act responsibly to mitigate such risks.

8. Can a person hold director positions in multiple companies?

Yes, a person can hold director positions in multiple companies, but it is important to manage these roles effectively to avoid conflicts of interest and ensure proper attention to each company's affairs.

9. What are secretary services?

Secretary services involve professional assistance in managing administrative tasks, ensuring compliance with regulatory requirements, and facilitating smooth business operations. This includes handling documentation, filings, and providing support to company directors.

10. Why do I need a secretary for my company?

A company secretary plays a crucial role in ensuring legal compliance, maintaining corporate records, and managing administrative tasks. In Malaysia, it's a legal requirement for every company to appoint a qualified company secretary within 30 days of incorporation.

11. What are the responsibilities of a Company Secretary?

Company secretaries are responsible for maintaining statutory registers, filing annual returns, organizing and attending board meetings, ensuring compliance with laws and regulations, and acting as a liaison between the company and regulatory authorities.

12. Can I appoint an individual as both the director and company secretary?

No, it is prohibited for an individual be appointted as director and company secretary.
Auditor and Account
Companies Act 2016, Division 3 Auditor and Accounts under Section 243 to 261

1. What is the role of an auditor in a company?

An auditor is responsible for independently examining and verifying a company's financial statements to ensure accuracy and compliance with accounting standards.

2. Is it mandatory for companies to appoint an auditor?

Yes, it is mandatory for companies to appoint an auditor. This requirement is stipulated under the Companies Act 2016.

3. What are the reporting requirements for auditors in a company?

Auditors are required to prepare an audit report for company secretary to circulate the report to the company's members for approval and submission to SSM.

4. What are financial statements, and why are they important?

Financial statements are comprehensive reports that present the financial performance and position of a company. They include the balance sheet, profit and loss statement, cash flow statement, and notes. Financial statements are crucial for stakeholders to assess a company's financial health.

5. Is it mandatory for company to prepare and submit financial statements?

Yes, it is mandatory for company directors to prepare and submit financial statements.

6. When should company submit their financial statements to SSM?

Company should submit their financial statements to SSM within 30 days from the circulation date, which is 6 months from the financial year ended.

7. Can company requests an extension for submitting their financial statements to SSM?

Yes, company can apply with SSM to extend the time for submitting their financial statements with fee and subject to SSM approval.

8. Are there penalties for late submission or non-compliance with financial statements?

Yes, late submission or non-compliance may result in penalties imposed by SSM. It is crucial for companies to submit their financial statements promptly to avoid financial repercussions and legal consequences.
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