- Can a company incorporate with paid up capital of more than RM1,000?
Yes. Clients are advised to incorporate the Company with minimum statutory paid up capital – RM1 per share and subsequently increase the paid-up capital to the desired account after bank account opened so that shareholders could provide the payment proof into the corporate bank account. This is because the secretary will assume that shareholders paid for the first subscription shares with cash (without asking payment proof).
- Can we incorporate a company by single corporate body since the new Companies Act 2016 allows for a single member and director?
Yes, this have been mentioned in Section 9 & Section 42(1)(b) of Companies Act 2016, where it must be at least one and not more than 50 shareholders being appointed as members of the company regardless of the citizenship of the person.
- Can a single member/director can also be the secretary of the company?
Yes, a person who is a single director (who is also the single member) can act as the secretary of the company. However, Section 242 of Companies Act 2016 prohibits acts in dual capacity, where the act is required to be done by both a director and a secretary, that act must be executed by two different persons.
- Company Directors or Individuals with outstanding compounds could have been blacklisted by SSM. Can this person be appointed as director of the company?
No. The submission of statutory documents relating to the directors or individuals who have been named on SSM’s blacklist through MyCoID system will not allowed. Consequently, the statutory documents and the appointment of directors cannot be registered with SSM as long as directors or individuals concerned are still named on SSM’s blacklist. The directors or individuals concerned are advised to check their compound status via SSM’s e-compound portal or email to SSM at ar_compliance@ssm.com.my for clarification on any issues on compliance and compound.
- Can a single member/single director company be incorporated as a private company?
Yes. Section 196(4) of Companies Act 2016 stated that, in order to incorporate a company, there must be at least one director who ordinarily resides in Malaysia by having a principal place of residence in Malaysia (‘resident director’) and exclude an alternate or substitute director The requirement of residency is mainly to ensure that there is a point of contact in Malaysia and for purposes of enforcement. While, according to Section 42(1)(b) of Companies Act 2016, there must be at least one and not more than 50 shareholders being appointed as members of the company regardless of the citizenship of the person.
- Can a company secretary be appointed at the point of incorporation?
The appointment of a company secretary at the point of incorporation is optional. Under section 236 of the Companies Act 2016, the Board must appoint a company secretary within 30 days from the date of incorporation of a company.
- Is resident company secretary required for a company?
Yes. According to Section 235(1) of Companies Act 2016, a company shall have at least one secretary who shall be a natural person, aged 18 years and above, and a Malaysian citizen or permanent resident.
- The Companies Act 2016 introduces a super form for incorporation. What is actually the super form?
The super form is an electronic template which will replace the various form currently required for incorporation process (i.e. Form 6, Form 48A and M&A under the previous Companies Act 1965). The form is accessible through the MyCoID 2016 Portal. Section 14 of the Companies Act 2016 provides for the incorporation process. Amongst others, a person is required to provide a set of information as such as name of proposed company, status of private or public company, nature of business, proposed registered address and details of the proposed directors, members & company secretary.
- Can the date of adoption differ from the date of resolution for the purpose of adopting a constitution under section 32?
The date of adoption shall be the date of resolution. Any dates other than the date of resolution will be disregarded.
- What is the liability of a shareholder?
A shareholder of a Company Limited by shares (Sdn Bhd), is not liable for the company’s obligations or liabilities. The liability of the shareholder is limited to any amount unpaid on the shares held by him in the event of winding up which been mentioned in Section 192 of Companies Act 2016.
- Is it compulsory for a company to appoint First Auditor after incorporation?
Every company must appoint an auditor under Section 267 of Companies Act, 2016. An auditor is a person who principal task is to examine the financial statements and record of the undertaking and report whether in his opinion they properly reflect the activities of the undertaking during the period under review and of its assets and liabilities at the end of that period. The directors of a company are obliged at any time after a company is incorporated and at least 30 days before the end of the period for the submission of the first financial statements to the registrar to appoint a person or persons to be the auditor or auditors of the Company.
