Corporate Secretarial Services
CORPORATE SECRETARIAL SERVICES
INCORPORATION OF A COMPANY MALAYSIA UNDER THE COMPANIES ACT 2016
Generally, setting up a new company, as Company Limited by Shares is the most common business vehicle to carry out business in Malaysia which provides limited liability status to its shareholders.
Requirements To Form A Malaysia Company
The requirements to form a company are:
a minimum paid-up capital of RM1 only
a minimum of one (1) subscriber to the share(s) of the company
a minimum of one director who are at least 18 years of age and are residing in Malaysia. He/she is not a bankrupt and has not been convicted and imprisoned for a period of past 5 years.
a minimum of one Company Secretary (Company Secretary must be a member of any one of the prescribed professional bodies or licensed by the SSM). ETL can provide you the Company Secretarial Services at a fee.
must have a registered office in Malaysia to which all communications and notices may be addressed. It is normal practice in Malaysia to have the secretarial office as the registered office. (This is included as part of our Company Secretarial Services)
ETL provides you a complete guide on starting a business in Malaysia & Incorporation of a Malaysia Company
Our Incorporation Package provides:
SSM company name check and reservation for 1 time
Appointment of new directors and shareholders
Prepare and Stamping of Constitution
Submission of section 27(1), 14, 58&236(2) & 32 to SSM after registration
Prepare minutes of first board of directors meeting
Prepare resolution to open the company‟s bank account (maximum 2 accounts)
Self-inking stamp (one unit)
Share certificates, minutes book and register book
Prepare 3 sets of certified true copies of incorporation documents (including Constitution, Section 14, 15, 17 & 58&236(2))
Free incorporation consulting services
Company Secretary Services
Our Annual Secretarial Retainer Fees Package provides:
Acting as named Corporate secretary by our qualified professional staff (Malaysian)
Safe keep of company common seal, if any
Maintaining the Minutes and Register Books
Provision of registered office address
Advice on secretarial/statutory/compliance/accounting/tax/GST matters
Monitoring and ensuring compliance with relevant legal requirements, particularly under the Companies Act and Income Tax Act. Regular compliance alert via email.
Provision of Registered Office Address Includes:
Statement of letter is available upon request
Free Scanning letter services upon request
Free daily letter/parcel notifications via email
Self-collection of mail and parcels between Monday – Friday: (8.30 a.m. to 5.30 p.m.) (no handling fee)
Receipt of normal mails, air mails, parcels (below 3 kg) or registered mails *
Mail forwarding / Courier arrangement to a local / overseas address on daily / weekly / monthly basis is available (Service fee charged accordingly based on time cost)
Responsibilities of a Malaysia Company Secretary
In addition to monitoring and ensuring compliance with relevant legal requirements, a Malaysia company secretary also has the following responsibilities:
Maintaining the company‟s register of members, dealing with transfers and other matters affecting shareholdings and dealing with queries and requests from shareholders after registering company.
Communicating with the shareholders (i.e. through circulars), payment of dividends and interest, issuing documentation regarding rights issues and capitalization issues, general shareholder relations and relations with institutional shareholders and their investment protection committees.
Monitoring changes within the register of members to identify an apparent ‘stake-building’ in the company’s shares by potential takeover bidders and making enquiries of members as to beneficial ownership of holdings.
Reviewing developments in corporate governance and advising and assisting the directors with respect to their duties and responsibilities, compliance with their personal obligations under company law and, if applicable, Stock Exchange requirements.
Ensuring the safe custody and proper use of the company seal if provided for in the company constitution.
We also provides you a full preparation and submission of documents for successful striking off of your company
Our Strike off Company Package provides:
Prepare and submit of strike off documents
Follow up strike off status
Submission of CP 7 and Apply for Tax Clearance Letter through LHDN
Co-coordinating the operation of the company‟s formal decision making and reporting machinery; formulating meeting agendas with the chairman and /or the chief executive; attending meetings, taking minutes; maintaining minute books; certifying copies of minutes and ensuring that correct procedures are followed.
Originating and obtaining internal and external agreement to all documentation for circulation to shareholders; co-coordinating the administration and attending of meetings, taking minutes and ensuring that correct procedures are followed.
Ensuring that the company complies with its constitution and drafting/incorporating amendments in accordance with correct procedures.
Maintaining Statutory Registers and Books
any changes in the director(s) of a company or particulars relating to director(s)
changes to a directors name or residential address
removal from office in accordance with the Malaysia Companies Act or the constitution
disqualification from holding office
adoption, alteration and revocation of constitution
any other changes that requires updating with SSM
Coordinating the publication and distribution of the company‟s annual report, accounts and interim statement, and the preparation of the directors‟ report.
Shares and Capital Issues, Transfers and Restructuring
Implementation of changes in the structure of the company’s share and loan capital and devising, implementing and administering directors’ and employees’ share participation schemes.
Acquisitions and Disposals
Participating as a key member of the company team established to implement corporate acquisitions and disposals, protecting the company‟s interests by ensuring the effectiveness of all documentation and that due diligence disclosures enable proper commercial evaluation prior to completion of a transaction.
SSM Compliance Alert and Reminders
Send reminders on filing deadlines and compliance matters