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Annual return is a summary of a company profile consist of general information about a

company, the directors, shareholders & business address, such as following:

Business office address
Branch office address
Registered office address
Principal business activities
Total authorised capital
Total paid-up capital
Charges registered with SSM (i.e. company assets pledged)
Company directors
Company secretary
When do we need to lodge Annual Return to SSM?
The annual return signed by a director or by the manager or secretary of the
company shall be lodged with the Suruhanjaya Syarikat Malaysia(SSM) within one
month from the date its AGM held.
In the case of a company keeping pursuant to its articles a branch register in any
place outside Malaysia, the lodgement of annual return must be made within two
months after the annual general meeting.
Where can we get annual return?
We can request a copy of annual return of any company from SSM counter at a
charge. Since annual return will be submitted by a company once a year, this will be
a vital document for the latest information about a company.
Any shareholder who wishes to transfer his/her shares in a sdn bhd company must notify the
directors of the Company and he/she must complete the Form 32A.
Section 103 of the Companies Act 1965 requires all transfer instruments to be in a prescribed
form, thats Form 32A.
The Form 32A contains the following information:
1. Companys name
2. Details of existing shareholders (transferor),
3. Details of new shareholder (transferee)
4. Number of shares transferred
5. Value of shares transacted
The signatures by transferor & transferee in the Form 32A must be witnessed.

The following are step-by-step guide for the transfer of shares in a
Step 1: Secretary to prepare board resolution & Form 32A
The Company Secretary will at the request of the directors to prepare the Board Resolution for
directors to approve the transfer of shares and the Form 32A (to be signed by existing
shareholder & new shareholder) for the relevant shares to be transferred.
Step 2: Original share certificate to be returned to secretary
The share certificate for the shares to be transferred must be returned to the company secretary
for cancellation.
Step 3: Stamping on Form 32A & payment of stamp duty
Once the transfer has been approved by the Board of directors and the Form 32A has been
executed, the Form 32A will be delivered to Inland Revenue Board (IRB, also known as
Lembaga Hasil Dalam Negeri) for assessment. Stamp duty will be paid to IRB to validate the
Step 4: Issuance of new share certificate to new shareholder
The company secretary will then enter the new shareholders name into the Register Book and
issue the new share certificate to the new shareholder.

Related Information:
When will the transfer of shares be refused?
Shares are transferable except to the extent that the articles may restrict the right of transfer.
The following may the situations where the transfer is restricted:
1. a power to the directors to decline to register a transfer of shares either to their absolute
discretion or on one or more specific grounds; and
2. a right of pre-emption of other members over shares which a member wishes to transfer.

What is directors power to refuse the transfers?
The directors power to refuse the transfers is subject to three requirements:
1. the directors must exercise their power by a decision probably reached at a board meeting;
2. the power of refusal lapses unless it is exercised within a reasonable time (within one month);
3. the power must be exercised in good faith for the benefit of the company.

What is members right of pre-emption?
The articles, which usually contain elaborate rules of procedure if a right of a pre-emption is
given, must be followed exactly.
The other members must exercise their right within the time allowed and take all and not merely
part of the shares offered (unless articles otherwise provide.)
Both parties are bound by any fair value fixed as the price to be paid in accordance with the

Fourth Schedule (Table A) of the Companies Act, 1965, Regulations For
Management Of A Company Limited By Shares:
Article No.20:
Subject to these restrictions of these Articles, shares shall be transferable but every transfer shall
be in writing in the usual common form or in such other form as the directors shall from time to
time approve, and shall be left at the office accompanied by the certificate of the shares to be
transferred and such other evidence (if any) as the directors may reasonably require to show the
right of the transferor to make the transfer.
The instrument of transfer of any share shall be executed by or on behalf of the transferor, and
the transferor shall be deemed to remain the holder of the share until the name of the transferee is
entered in the register of members in respect thereof.
The registration of transfers may be suspended at such times and for such periods as the directors
may from time to time determine, provided always that such registration shall not be suspended
for more than thirty days in any year.

Share Capital
A share is a security which represents a portion of the owners capital in a business.
Shareholders are the owners of the business and share the success or failure of the business.
Issued Share Capital, or more commonly known as Paid Up Capital is the total share capital
issued to shareholders by a company and such shares have been fully paid by the shareholders to
the Company.

A person who owns the shares that issued to him by a company, he shall be classified as
shareholder of that particular company.

Ordinary Shares
Ordinary shares give holders the rights of ownership in the company, such as the right to share in
the profits, the right to vote in general meetings and to elect and dismiss directors.
Obligations of ownership are also conferred and this may result in the loss of an investors
money if the company is unsuccessful.
Ordinary shares usually form the bulk of a companys capital and have no special rights over
other shares.

Allotment of Ordinary Shares / New Shares
The Company can at any time to increase its issued capital or paid-up capital by allotting new
shares to existing or new shareholders.
Any request of allotment of new shares need to be approved by majority of existing shareholders.
As such, an Extraordinary General Meeting (EGM) will be held to approve such motion.
The board of directors shall then be empowered or authorised by shareholders to allot new