Miracles always be with you

Company Law

Posted by snowie , Sunday, April 25, 2010 2:34 PM

Q1. What is a company?
A company is a legal entity that is separate and distinct from its members and shareholders. When a company is formed, it is said to have become "incorporated". A company is capable of owning property, making contracts, employing people and being sued or of suing. Unlike sole proprietorships or partnerships, companies have continuity of succession, as it is unaffected by the death or incapacity of one or more of its members.

Q2. What is the principal legislation governing the formation and operation of companies in Malaysia?
The Companies Act 1965 is the principal legislation governing the formation and operation of companies in Malaysia. The Act enables an association of persons to form various types of corporate organization known as registered company. In addition to protecting the right and interests of shareholders in particular and investors in general, this Act also provides facilities for the incorporation of companies, its constitution, its relation with members and creditors, management and winding-up. The Registrar of Companies Malaysia or ROC enforces and administers the Companies Act 1965. Every company intending to carry on business in Malaysia must register with Registrar of Companies before conducting any business activity.

Q3. How do we start a company?
A company must have two directors at all times. A director must be a natural person and who must have their principal or only place of residence within Malaysia. A secretary of a company must be a natural person who has his or her principal or only place or residence in Malaysia. A secretary must be a member of a prescribed body or is licensed by the Registrar of Companies, Malaysia. You must first make an application to the Registrar of Companies to ascertain whether the intended name for your company is available. If so, three months reservation of the name is given from the date of approval. You need to submit Form 13A and a RM30 fee will be charged for each application. Within the three months reservation period, you must submit documents such as the Memorandum & Articles of Association, Form 6 and Form 48A together with the registration fee to the Registrar of Companies. The Statutory Declaration Form 48A is required of each proposed directors and subscribers of the company. A company must have at least two directors named in the Articles of Association of the company and two subscribers to the Memorandum and Articles of Association of the proposed company. In the Articles of the proposed company Form 6, at least one secretary of a company shall be named. The Registrar of Companies will issue a certificate of incorporation upon registration. A company must have a registered office in Malaysia of which all books and accounts required under the Companies Act 1965 should be kept. In the circumstances of a public limited company, the directors of a company have the responsibility to ensure that a prospectus is issued and circulated to the public and its contents are in accordance with the requirements of the Companies Act 1965.