If you’re trying to start a private limited company (Sdn Bhd) in Malaysia, you must fill in several forms and documents. And at first glance, these documents may seem unreasonably difficult to understand. These documents are even given codewords that are far from being user-friendly.
However, one great news is that with the revisions to the Companies Act 2016, if your company is formed after 2016, these documents that begin with the letter ‘F’ are no longer relevant to your company.
With that said, these are the 10 statutory forms that you need to know before starting your very own company in Malaysia.
Superform (also known as Section 14)
A Superform or the Application for Registration will need you to fill in relevant information about your company such as your:
Type and name of your business
The nature and a brief description of your business
Your company’s directors' and shareholders’ details.
The information regarding the person who has submitted this application.
A consolidated form developed by the SSM called a Super Form, also known as the Form PNA 42 or Section 14, merges many formerly distinct forms into a single document.
Notice of Registration (also known as Section 15)
Once your business incorporation application is approved by SSM, you or your company secretary will then receive an email that is sent by SSM. And that email is known as a Notice of Registration.
In other words, Form Section 15 is the official notification from the SSM to let you know that you have successfully incorporated your company.
Certificate of Incorporation (also known as Section 17)
As we said previously, after your company is incorporated, SSM will also email out the Notice of Registration (Section 15) to your email. This in turn replaces the Certificate of Incorporation of Private Company (Section 17) document.
However, if your company plans to take on a loan or financial organizations such as banks or financial service providers, may still demand this certificate.
Therefore, you can choose to buy these documents at SSM MyDATA Portal or SSM e-Info Portal alternatively.
Declaration by Person before Appointment as Director (also known as Section 201)
Before the company formation application is submitted, each director must personally sign the Declaration by Person before Appointment as Director to certify that they have fulfilled the requirements to operate as a director and have given their approval for the appointment.
Notification of Appointment of First Company Secretary (also known as Section 58&236(2))
This Section 58 and 236(2) document, titled "Notification of Appointment of First Company Secretary," is used to name the first company secretary. It must be filed to SSM only once within 30 days of the firm's establishment.
Return for Allotment of Shares (also known as Section 78)
Form Section 78 is required to be issued once new shares are allocated among shareholders. It details the new shareholder's identity, the kind and class of shares issued, the total number of shares issued, and the price per share. The Notification of change in the Register of Members (S51) will be submitted by the company secretary following the submission of this document.
Notification of Change in the Register of Members (also known as Section 51)
The S51 document details changes to the company's shareholding. The company secretary submits it whenever there are changes to the company's shareholding. As a result, over the course of your company's existence, there may be numerous S51 documents.
However, your company won't have this document if there haven't been any shareholder changes since the incorporation of the business. To display the shareholders' information, you might offer the Superform. However, even though only the Superform is required, this document should be given if there are changes to the shareholders.
Notification of Change in the Register of Directors, Managers, and Secretaries (also known as Section 58)
Form Section 58 must be submitted to the SSM whenever the firm's management, directors, or company secretaries change. Your firm may have numerous S58 documents over the course of its existence, much like the Notification of Change in the Register of Members. In other words, even if only the Superform is required, the S58 documents should be submitted alongside it.
Instrument of Transfer of Shares (also known as Section 105)
This is a contract and agreement that governs the transfer of company shares between the transferor and the transferee. It lists the number of shares, the share price, and other information. This agreement is stamped at the LHDN after being signed.
The company secretary will file the Notification of Change in the Register of Members (S51) once the shares have been transferred in order to reflect the most recent shareholding of the business.
Lodgement of Constitution - (also known as Section 32)
Finally, the Constitution.
In the past, this document was called the Memorandum and Articles of Association (M&A).
However, after the implementation of the Companies Act 2016 a Sdn Bhd is not required to establish a constitution.
Despite this, some companies continue to ask for this document to make sure that the authority of the firm, shareholders, and directors is documented.
Although adopting a constitution is no longer required for private limited businesses, doing so is nonetheless advisable in some circumstances to give your business more flexibility in terms of governance and decision-making.
Conclusion
As an entrepreneur, these forms serve as the foundation for the company registration process and ensuring that all necessary information and documentation are crucial to ensure a smooth process to kick start your company.
