Corporate Secretarial

Corporate Secretarial

Formation of Company

Private limited company (known as ‘Sdn. Bhd.’) is the most common type of business vehicle for doing business in Malaysia. All Sdn Bhd Companies need to be registered with the Companies Commission of Malaysia (Suruhanjaya Syarikat Malaysia). We need the following information to prepare and submit the relevant documents with SSM for registration .

  • Proposed company names
  • Principal business activities of the new company setup (maximum 3)
  • Photocopy of all directors’ & shareholders’ I/C or Passport
  • Particular of director & shareholder (e.g. Name, NRIC No, residential address, email address, contact no. and race)
  • Paid-up capital information (minimum RM1 per share)
  • Number of Share for each shareholders

Every company incorporated in Malaysia must appoint a Company Secretary within 30 days from incorporation. Failure to do so would entail penalty from Companies Commission of Malaysia. We are qualified professionals to be appointed as company secretary pursuant to the Companies Act 2016.

Company Constitution

The Constitution is the document that governs the capacity, right, power or privileges of the Company, Director and Member. The Constitution shall describe the following:-

  • Company’s name
  • Location of its registered office
  • Object clauses (optional)
  • the capacity, right, power or privileges of the Company
  • any matters as the Company wished to include in its constitution

A private company may adopt a constitution after incorporation.

If a company does not have a constitution, the Companies Act 2016 shall govern the internal administration of the company.

Existing companies will have its Memorandum and Articles of Association deemed to be the new Constitution. If there is an inconsistency between the constitution and the new CA, the provisions of the new CA shall prevail.

Besides company registration services, we also offer advisory services on compliance requirements and corporate governance; such as

  • Maintain and update statutory registers and company books
  • Provision of registered office address
  • attending and preparing of minutes for Directors and shareholders meetings
  • Filing periodic returns and other mandatory submissions
  • Prepare relevant resolutions regarding Change of Company details ( change of company name, registered office/ business address, directorships and shareholding)
  • Ensure companies comply with Companies Act, 2016 Malaysia

Shelf Companies

  • Shelf companies are made available for those who Look for Company immediately
  • Waste no time for the new company registration process of few working days.
  • You can choose preferred Company Name & start to do business IMMEDIATELY

Deregistration of Company

Strike Off Company

Criteria for eligible to apply to strike off the company pursuant to Section 550 of the Companies Act, 2016

  • Company is used for unlawful business
  • Company is not in business or operation with NO assets and liabilities; (DORMANT)
  • Where company is in winding up & there’s no liquidator acting
  • Company fully wound up but liquidator defaults in lodging return
  • Company fully wound up by court order but insufficient assets to pay the costs of Court order to dissolve the company

Procedure to Strike Off

  • Application to Registrar by director, member or liquidator
  • Registrar to serve notice on company showing cause to the contrary why company should not be struck off 30 days to reply
  • No reply after 30 days, Registrar will public notice to public to strike off the company
  • 30 days after public notification, Registrar will strike off if it is confirmed company is not carrying on business or in operation, or receives no objection from the public or is not satisfied with reasons why company should not be struck off
  • Registrar will gazette the name of the company which is struck off

Voluntary winding up (VWU) pursuant to Section 433 of the CA 2016

The voluntarily winding up involves the appointment of a Liquidator and numerous filings to SSM and she will realise the assets, pay the expenses and distribute the fund accordingly to prescribed rule, meetings by the directors and shareholders as well as advertising on the nationwide newspapers.

The whole process may take 9 months to 1½ years to complete (Depends on the complexibility of the exercise).

Annual Return

Pursuant to Section 68 (1) of the Act, the Company shall lodge the Annual Return for each calendar year not later than thirty (30) days from the anniversary of its incorporation date to the SSM.

Annual Return will be prepared by us accordingly, however, we need your co-operative to update us immediately if there is any changes in the Company's particulars:-

  1. Nature of its business;
  2. Business address(es) and branches address ;
  3. Address at which its financial records are kept;
  4. Change of shareholding/directorship;
  5. Total amount of its indebtedness; and
  6. Particulars of company, directors, managers, shareholders and auditors (i.e. contact details - address, contact number and email address).
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