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Incorporation of Sdn. Bhd. (Private Limited)

Private Limited Company is the most popular business entity in Malaysia. It has the rights to own properties. It usually has the words ‘Sdn Bhd’ which stand for “Sendirian Berhad” as part of its name.

Register your new company in Malaysia with SSM only in 7 working days and start your business right away!

Our total fee and disbursement for registering and setting up a new company (Sdn Bhd) with SSM Malaysia is now RM-1,440 only.

The two types of companies that can be incorporated under the Companies Act 1965 (CA 65) are:

1. A company limited by shares

2. An unlimited company

1.  COMPANY LIMITED BY SHARES

A company having a share capital may be incorporated as a private company (identified through the words ‘Sendirian Berhad’ or ‘Sdn. Bhd.’ appearing together with the company’s name) or public company ‘Berhad’ or ‘Bhd’ appearing together with the company’s name)

The requirements to form a company are:

(i)      A minimum of two subscribers to the shares of the  company (for wholly-own subsidiary – to   transfer share  after company being formed) (Section 14 CA);

(ii)     A minimum of two directors (Malaysian, Permanent Residence, or foreigners with employment pass or having resident in Malaysia) (Section 122); and

(iii)    A company secretary who can be either : An individual who is a member of a professional body  prescribes by the Minister of Domestic Trade Cooperative and Consumerism;

An individual licensed by the Companies Commission of  Malaysia (SSM) Both the director and company secretary

shall have their principal or only place or residence within Malaysia

(iv)    Minimum Authorized and Paid up Capital: RM100, 000   and RM2.00

A. INCORPORATION PROCEDURES

1. Required Documents and Information as under:

A Company name search must be conducted to determine whether the proposed name of the company is available. Refer to GovernmentGazette No. 716 dated 30 January 1997, Gazette (Amendment) dated 11 October 2001, Guidelines for Naming A Company and Guidelines for Application of a Company Name. The steps involved are:

(i)    Completion and submission of Form 13A CA (Request for   Availability of Name) to SSM

(ii)    Proposed Name of your new company. (Approved name shall be reserved for three months from the date        of approval)

(iii)   Business activities details of your new company

(iv)   Photocopy of all directors’ & shareholders’ I/C or  Passport

(v)    Latest residential addresses of all directors (if different  from IC)  (vi)   Paid-up capital information (min RM2 & max RM2,500)

(vii)  Percentage of shareholding of each shareholders

(viii) Registered address for your new company

2. Our Services Includes the following:

(i)    Search Company Name & Reserve (1 name only) with   SSM Malaysia

(ii)    Preparation of registration forms

(iii)   Appointment of 2 new directors

(iv)   2 shareholders

(v)    Authorized capital of RM400,000

(vi)   Issued & Paid up capital (RM2 to RM2,500)

(vii)  Preparation and Stamping of Memorandum and Articles of Association

(viii) Minutes for the First Board of Directors meeting

(ix)   Submission of Form 49, 44 & 24 to SSM after  registration

(x)    Use of our office as your registered office

(xi)   Board resolution for opening of bank account & internet account

(xii)  Registration fee of RM1, 000 payable to SSM on authorized capital RM400,000

(xiii) Stamping charges & disbursement of RM200 for M&A of  the company

3. What we are providing to you:

(i)     One FOC name search (extra name will charge RM50 per name)

(ii)     Preparation of registration form

(iii)    One digital Certificate of in corporation

(iv)    One new common Seal

(v)     One share certificate book

(vi)    One minutes book

(vii)   One register book

(viii)  One Secretary File

(ix)    Minutes first board meeting

 

4. Furthermore, 5 sets of following certified True Copies of  

    Documents will provided:

(i)    Memorandum & Articles of Association

(ii)    Resolution to open bank account

(iii)   Form 9   (Certificate of Incorporation)

(iv)   Form 24 (Return of Allotment of Shares)

(v)    Form 44 (Notice of Situation of Registered Office and  Office Hours and Particulars of Changes)

(vi)   Form 49 (Return Giving Particular of Directors,Managers and Secetaries and Changes of Particulars

Our different packages based on the authorized capital amount, for any further quire please send us an email, we tried to provide you our best services. (For Incorporation Packages Please see at the end of this page)

5. Lodgment of Incorporation Documents

Incorporation Documents (as further explained in Part B below) must be submitted to SSM within 3 month from the date of approval of the company’s name by SSM, failure of which a fresh application for a name search must be done. (Steps (i) and (ii) above shall have to be repeated).

B. INCORPORATION DOCUMENTS TO BE LODGED WITH SSM

1. Memorandum and Article of Association

An original of the Memorandum and Article of association shall each be stamped at RM100.00. Stamps are affixed at the Inland Revenue Board’s stamp office.

• The first directors and secretaries shall be named in the Memorandum and Article of Association.

• The subscribers to the company’s shares shall sign the Memorandum and Articles of Association in

front of a witness.

• Table A of the Fourth Schedule in the CA can be adopted as the Article of Association of the company

(Section 30 CA).

*NOTE: For incorporation of a private company, the articles of association shall contain the following stipulations.

(i)  Restriction  on the right  to transfer the company’s shares;

(ii) Limitation on the number of members to not exceed fifty;

(iii) Prohibition to any invitation to the public to subscribe the shares/debentures of the company; and

(iv) Prohibition on public invitation to deposit money with the company.

2. Form 48A (Statuary Declaration By A Director Or Promoter Before Appointment)

The director or promoter declares under oath that:

• He/She is not a bankrupt; and

• He/She has not been convicted and imprisoned for any prescribed offences.

3. Form 6 (Declaration of Compliance)

This declaration states that all the requirements of the CA have been complied with. It must be signed by the company secretary who handles the registration and is named in the Memorandum and Articles of Association.

4. Additional Documents:

• Original copy of Form 13A.

• A copy of the letter from SSM approving the name of the company.

• A copy of the identity card of each director and company secretary.

C. REGISTRATION FEES

Each application for the incorporation of a company shall be accompanied with payment as per the schedule following:

Authorized Share Capital : .

 

 

 

Fees (MYR)

Up to 400,000

1000

400,001 – 500,000

3000

500,001 – 1 million

5000

1,000,001 – 5 million

8000

5,000,001 – 10 million

10000

10,000,001 – 25 million

20000

25,000,001 – 50 million

40000

50,000,001 – 100 million

50000

100,000,001 and above

70000

D. CERTIFICATE OF CORPORATION

A Certificate of Incorporation will be issued by SSM upon compliance with the incorporation procedures and submission of the duly completed Incorporation Documents.

2. UNLIMITED COMPANY

The procedures and Incorporation Documents for the incorporation of an unlimited company is the same as company limited by shares. The only difference is that for an unlimited company, the liability of its members must be stated in the Memorandum of Association as unlimited.

Upon incorporation, the company is advised to obtain the required license/permit/approval from other relevant authorities prior to carrying on any business outlined in the Memorandum of Association.

New Company Incorporation Services & Fee Packages :

Incorporation Packages

Holistic Package (RM400K)

Standard Package (RM400K)

Standard Package (RM500K)

Standard Package (RM1.000,000K)

         
         

Name Search

1 Time

Up to 3 Time

Up to 3 Time

Up to 3 Time

SSM Incorporation Fee

1000

1000

3000

5000

Stamping Fee- M&A

200

200

200

200

Common Seal, Statutory, Book & Share Certificates

100

100

100

100

Commissioner For Oaths

30

30

30

30

Incorporation Package

1440

2180

4450

6500

Secretarial Fee (Quarterly)

720

180

180

180

Total Payable

2160

2360

4630

6680

Incorporation Package Includes:-

1) Promoters/Directors,- Additional Persons

2 Only

No Limit

No Limit

No Limit

 

RMc50/Person

     

2) Subsequent Name Search

RM50/Search

Up To 3 Times

Up To 3 Times

Up To 3 Times

3) Free of Charge CTC Documents (M&A, Forms 9, 24, 44, & 49)

5 Sets

5 Sets

5 Sets

5 Sets

4) Resolution to Open Bank A/C

Unlimited

Unlimited

Unlimited

Unlimited

5) Prepare Minutes of the 1st Board Meeting

FOC

FOC

FOC

FOC

6) Auditor & Tax Agents

Our Panel

Our Panel

Our Panel

Our Panel

 

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