Question

Anna and Berjamin seek to understand the procedure on how to incorporate a new company under the Companies Act 2016. Advice them on the application of incorporation. (35 marks)

Answer 1

In​corporation Procedure:-

Company Type

1. Company limited by shares
2. Company limited by guarantee
3. Company unlimited

Company Features

1. Company shall have name;
2. One or more members;
3. In the case of a limited company with shares, one or more shares; and
4. One or more directors

Requirements for Company Incorporation

​The incorporation of companies under the Companies Act 2016 may be made by individuals who intend to form a company. The basic requirements are:

1. Private company - at least one (1) director who ordinarily resides in Malaysia by having a principal place of residence in Malaysia and one (1) promoter; or
2. Public company - at least two directors who ordinarily reside in Malaysia by having a principal place of residence in Malaysia and minimum one promoter.

Company Incorporation Procedures

1. Requirement for approval of company name.
2. The company's incorporation application is online using one of the two (2) incorporation methods:
   1. Direct incorporation – combination of name reservation and incorporation process; or
   2. Name reservation - submitting the incorporation application within 30 days or such longer period as the Registrar may allow (maximum of 180 days) after the name is approved.
3. Incorporation information that needs to be completed is as follows
   1. The proposed company name
   2. The status of a private or public company
   3. The proposed type of business
   4. The address of registered office
   5. The business address
   6. Complete details of directors(s) and promoter(s)
   7. Declaration from directors(s) and promoter(s)
   8. Declaration of compliance from individuals responsible for incorporation
   9. Additional Documents (if any)

Registration fee

1. Company limited by shares of RM1,000
2. Company limited by guarantee of RM3,000

Other Points

1. Only registration notice will be issued.
2. A certificate of incorporation will only be issued upon application made with the prescribed fee.
3. Company secretary must be appointed within 30 days after the incorporation of the company.
4. Company's constitution is a non-mandatory option for company limited by share.