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Thursday, November 7, 2013

How to Maintain a Sdn Bhd company (Active or Dormant)

  1. Convene an annual general meeting (AGM) yearly;
  2. Lodge the annual return and audited accounts yearly; Please take note that Dormant Company (not carry on or cease of business) still need to do audited accounts yearly.
  3. Lodge statutory documents when there are changes in the registered particulars - Register of Directors, Managers and Secretaries, Changes of registered office, Return of Allotment of Shares
  4. Lodge various other statutory documents that need to be notified or registered with SSM

Important Reminder!! Failing to submit annual returns and audited accounts to SSM within the dateline will result in fine & penalty charged to the Company, and to directors personally.

Section 143 (1) of the CA requires a company to hold its first AGM within 18 months of its incorporation. The subsequent AGM must be held once in every calendar year and not more than 15 months after the holding of the last preceding AGM. If the company holds its first AGM within 18 months after the date of its incorporation, the company need not hold an AGM for the year of incorporation or the following year.

Annual Returns
Section 165 of the CA requires all companies to lodge the annual return within one (1) month of the AGM. The annual return of a company shall be in accordance with the Eighth Schedule of the CA. The annual return must include:
  1. a copy of the last audited accounts comprising the balance sheet and profit and loss accounts certified by a director, manager or secretary of the company (including every document required to be attached thereto); and
  2. a certified copy of the auditor’s report.

Estimated Yearly Charge of maintenance for a sdn bhd company
Professional services
Dormant Company/
Semi Active Company
Active Company
Secretarial fee *
Audit fee *
Tax filing fee *
Accounting fee *
Annual Return to SSM

* Fees are subject to 6% Government Service Tax & not included the Disbursement and other professional fees

Are your company inactive/dormant for years?

Why need to maintain it and paying for the fees? We charge RM1,800 only to close down a company via strike off S308 CA. Call us to find out more!

Wednesday, November 6, 2013

Does a company/business need to display its name and registration number in their website?

YES. Please take note that we had received a letter dated 10.10.2013 from SSM of our clients, a reminder which the company website need to display its name and registration number under Section 121 (1) (b) of Companies Act 1965:-

Section 121. Publication of name and company number
(1) The name of the company (whether or not it is carrying on business under a business name) in legible romanized letters and the company number of the company shall appear on—
(b) all business letters, statements of account, invoices, official notices, publications, bills of exchange, promissory notes, endorsements, cheques, orders, receipts and letters of credit of or purporting to be issued or signed by or on behalf of, the company,

Ø      Each company needs to display its company name on the exterior of each office or location where business is conducted. For a registered office, the words ‘Registered Office’ must be displayed on the exterior of the registered office as per the requirements of section 121(3) of the Companies Act 1965.

Ø      All registered businesses must display a signage with the name and registration number of the business on the exterior of each location of business pursuant to Rule 13A(1) of the Registration of Businesses Act 1956.


Sunday, November 3, 2013

Why need to appoint Company Secretary for Sdn Bhd?

Why need to appoint Company Secretary for Sdn Bhd?

The mandatory appointment of a company secretary which the Companies Act recognised the important role played by company secretaries in ensuring that high level of governance is maintained. This move is aimed towards enhancing and monitoring the standard of conduct and professionalism.

Who can be a Company Secretary?

Every company shall have one or more secretaries, each of whom shall be a natural person of full age. To qualify as a Company Secretary, he or she must be either:-
Ø     Member of a professional body, or any other body, which has for time being prescribed by Minister or;
Ø     Licensed by the Registrar of Companies (SSM)

What is the Roles and Duties of Company Secretary?

As refer to the MAICSA website (Good Governance Guides: No 2.1)
The company secretary should be aware of the following:
Ø     The company secretary should familiarize himself with the provisions of the Memorandum and Articles of Association of the company.
Ø     The company secretary should be well versed with securities laws and regulations.
Ø     The company secretary must ensure correct procedures are followed and adhere to it in accordance with the Company's Memorandum and Articles of Association and the Companies Act, 1965.
Ø     It is a duty of the company secretary to ensure that any documents authenticated by him represent the exact copies found in the statutory books, registers and secretarial file.
Ø     The company secretary should adhere to "The Company Secretary's Code of Ethics" developed by the Companies Commission of Malaysia (formerly known as the Registrar of Companies) and lays down clearly the duties and responsibilities and ethical practices of the company secretary.

How to Change Company Secretary?

Q1.      Can we change our company secretary anytime?
Ø     YES. Board of directors’ have power to change the Company Secretary

Q2.      What should we do for change of Company Secretary?
Ø   Step 1. Send a Resignation Letter to existing Company Secretary which provide the detail of New Company Secretary (Sample Letter draft by us)

Ø   Step 2. We will liaise with the existing Company Secretary through submission of documents Form 49 & Form 44 for the changes.