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CRG 530

PAST YEAR QUESTION SOLUTION

OCT 2009

3. Before a person is appointed as a director of a company, he must


make a
statutory declaration and lodge it with the Companies Commission of
Malaysia (CCM) State the required Form and the declaration to be made
by
the director.
1) Required Form 48A
2) The declaration to be made by the director : Statutory Declaration by a person before appointment as director or by
a promoter before Incorporation of the company
At least 2 promoter as 1st directors
Declaration :I. - He is not undischarged bankrupt
II. - He consent to act as a director of the company
III. - He has not convicted with the following offence :i. Connection with the promotion, formation or mgt of the co.
ii. Involve in fraud or dishonesty
iii. Has been imprisonment within the period of 5 years
iv .Offence under sec 132,132A and 303 of CA, within a period of 5
years

APR 2009

QUESTION 3
a) Her choice of the company's name pursuant to Section 22(1) and
Section341(1) of the Companies Act 1965.

Pursuant to Section 22(1) and Section 341(1) of the Companies Act, the
minister has directed the CCM not to accept the following names for
registration as the name of any company or a foreign company unless
prior approval of the Minister is obtained.

Name suggestion connection with a member of the royal family or royal patronage including names containing such
words as "royal", "king", "queen", "prince","princess","crown","regent","imperial"
Name suggesting connection with a state or federal government department,statutory body, authority or
government agency or any municipality or other local authority including names containing such words as
"Federal", "state","National"
Name suggesting connection with any Asean, Commonwealth, or foreign government or with the United Nation or
with any other international organization or cartel including names containing such words as "ASEAN", "UNESCO",
"NATO", "EEC", "OPAC"
Names suggesting connection with any political party,society, trade union, co-operative society or building society.
Names including the following words or any words of like "import" "bank", "banker" , "Banking", "Bumiputra" ,
"bureau", "chamber of commerce and industry"

Names including a registered trade mark, unless the consent of the owner
of the trade mark is produced to the registrar of companies
Name that are misleading as to the identity, nature, objects or purpose of
a company or in any other manner
Names that are blasphemous or likely to be offensive to members of the
public
Names that similar to existing company

b) PROCEDURE FOR
INCORPORATION

Name search

Prepare Pre-incorporation document. Pre-incorporation document consist of

letter of approval of name


Bank draft for incorporation fess according to the authorized capital

Once satisfied CCM will issued form 9 - Certificate of Incorporation for private company. Since this is a private company, it
may commence business and exercise borrowing power immediately upon the issuance of the Certificate of Incorporation
Within 1 month file Post incorporation document with CCM. Post incorporation document consist of;

Memorandum and article of association


Form 48A - Statutory declaration by a person before appointment as director. at least by 2 person
Form 48F - Statutory declaration by a person before appointment as secretary
Form 6 - Statutory declaration of compliance

The above document should submit together with

File Form 13A - Availability of name search


Pay RM30 per name for searching fees
One approved, the name will reserved for 3 months

Form 24 - Return on allotment of share


Form 44 - Notice of situation of registered office
Form 49 - Particulars of directors, managers and secretaries

Conduct first Board Meeting

OCT 2010

3. State all the statutory books that are required to be


maintained by a company in pursuant to the
requirements of Companies Act 1965.
register

of members
register of directors, secretaries, managers and auditors
register of debenture holders
register of director shareholdings, debenture and interest
register of substantial shareholder
register of charges
minutes book
books of account

QUESTION 2
a) State any six [6] of the agenda items appropriate for
the first board meeting of SSD Bhd.
1. To adopt the Certificate of Incorporation and the
Memorandum and Articles of Association.
2. To adopt the Companys common seal
3. To appoint the Chairman of the Board
4. To rectify the appointment of the first two directors
5. To appoint the Company Secretary
6. To fix the situation of the registered office.

b) Describe the procedures to incorporate a public limited


company.
Name

search
File Form 13A - Availability of name search
Pay RM30 per name for searching fees
One approved, the name will reserved for 3 months
Prepare Pre-incorporation document. Pre-incorporation document consist of

The

Memorandum and article of association


Form 48A - Statutory declaration by a person before appointment as director.
at least by 2 person
Form 48F - Statutory declaration by a person before appointment as secretary
Form 6 - Statutory declaration of compliance

above document should submit together with


letter of approval of name
Bank draft for incorporation fess according to the authorised capital

Once satisfied CCM will issued form 8 - Certificate of


Incorporation for public company. However, the company
cannot commence the business until they get Form23 which
is Certificate to commencement business.
In order to get Form 23 they have to submit

Post incorporation document. The document consist of;


Form 24 - Return on allotment of share
Form 44 - Notice of situation of registered office
Form 49 - Particulars of directors, managers and secretaries
- A statement in lieu of prospectus either form 18 or form 22
- Statutory declaration that the director has paid their shares
either form 46 or form 47

If CCM satisfied they will issue Form 23


Within 1 to 3 month after received form 23, the company
need to conduct Statutory meeting

C) When must the statutory meeting


be held and what is the purpose of
holding this meeting.
Section 142 of the Act state that a public company with
a share capital is required to hold a statutory meeting
within a period of not less than 1 month and not more
than 3 month after the date at which it entitled to
commence business (FORM 23).The statutory meeting is
a member general meeting and it is held once in the
entire life of a company incorporated as a public
company limited by shares.

The

purpose is to approve and adopt the Statutory


Report (Form 51) and to inform members of the
circumstances relating to the promotion, formation and
flotation of the company and any development since
incorporation.

MINUTES OF THE STATUTORY MEETING


SSD BHD
[Company No.19532 K]
Minutes of the statutory meeting held at the
registered office of the company at Wisma GAM, Jln
225, 46100, Petaling Jaya, Selangor on Tursday, 13
December 2013 at 10.00 a.m.
Present
Mr Abu
Mr Woo
Mrs Woo
In attendance
Norazaileila Ayob Secretary
Invitees
Mr Sukhdev KPMG
Mr Amir General Manager Finance

Chairman of the meeting took the chair. The chairman extended a warm and hearty welcome to
shareholders present at the statutory meeting of the company.
The chairman after confirming that the requisite quorum as present called the meeting to order.
Statutory Report
The Chairman then requested company secretary to read the Statutory Report. The Statutory was
then read out by company secretary.
Agenda;
The meeting then took up for consideration the item on the agenda
Item No 1; Adoption of Statutory Report
The Chairman, then, proposed the following resolution. This was seconded by Mr Woo, a member.
RESOLVED THAT the copy of the statutory report as annexed with the notice and duly certified by
the directors and auditors of the company as required under the Companies Act 1965 be and is
hereby approved.
FURTHER RESOLVED THAT, Miss Norazaileila, Company Secretary, or Mrs Woo, Director be and are
hereby severally authorised to filed the Statutory Report with the Registrar of Companies.
The Chairman put the motion to vote on a show of hands and declared the same carried.
With the agenda being transacted, the Chairman thanked the members to making it convenient
to attend that meeting.
Termination
Thereafter the Chairman declared the meeting as concluded.
CONFIRMED CORRECT
Mr Abu
Chairman of the board

APRIL 2010

5. List eight type statutory books to be

maintained by a company pursuant to the


requirements of Companies Act 1965.
register

of members
register of directors, secretaries, managers and auditors
register of debenture holders
register of director shareholdings, debenture and
interest
register of substantial shareholder
register of charges
minutes book
books of account

QUESTION 3

a) Whether they can use the proposed name? Justify your


recommendations.

No, they couldnt because the company name have to be not


the names which Minister has directed the CCM not to accept
for registration in which connection with members of royal
family, federal or state government, Asean, Commonwealth,
UN and foreign government or any political parties.
Besides that, the others factors to consider before choose the
name is

Names including a registered trade mark, unless the consent of the


owner of the trade mark is produced to the registrar of companies
Name that are misleading as to the identity, nature, objects or
purpose of a company or in any other manner
Names that are blasphemous or likely to be offensive to members
of the public
Names that similar to existing company

b) What is the minimum amount to


register the company authorized share
capital? How much fees would be
payable to the CCM?
The minimum amount for an
authorized capital is 2 to 100,000 and
the minimum fee to pay CCM is RM
1,000.

C) The minimum number of directors


pursuant to the provisions in the
Companies Act 1965 and whether they
can be the only two directors of the
company.
The minimum number of directors shall
be two directors and the first two
directors shall be named in the M&A.
Yes, they can appoint two directors in
their company.

d) Describe the procedure to register a foreign company desiring to establish a place of


business in Malaysia.
A foreign company desiring to establish a place of business or to carry on business within Malaysia
shall registered itself with the CCM

The procedures and documentation required to register a branch of the foreign company in Malaysia
are:
Name search and reservation (Form 13A) to be lodged with the CCM for approval to use the name
register the foreign company. Fee RM30. The form must be accompanied by a copy of the certificate
of incorporation or registration of the foreign company and a confirmation that the foreign company
is within the meaning of Section 4 of the Companies Act 1965 as a foreign company
Within the reservation period 3 months, lodge with the CCM the following documents for registration:

The

A certified copy of its Certificate of Incorporation or registration in its place of origin


A certified copy its charter/statue/Memorandum and Articles of Association or other related document
concerning its constitution
Form 79 return by foreign company giving particulars of directors
Where the Foreign Company has directors resident in Malaysia, a Memorandum duly executed by or on behalf
of the foreign company stating the powers of the local directors
A Memorandum of Appointment or power of attorney under seal of the foreign company or executed on its
behalf in such manner as to be binding on the company
Form 80 Statutory declaration by Agent of Foreign Company
Payment fees for the registration of the authorized share capital of the foreign company

CCM upon receipt of the registration documents and payment of fees shall issue a Certificate of
Registration of Foreign Company Form 83 which shall be conclusive evidence that the registration
have been complied with
Within a month after it establishes a place of business or commencement to carry on business within
Malaysia, the company must lodged with the CCM Form 44 Notice of situation of Registered Office.

JUNE 2011

NAME ALL THE STATUTORY REGISTERS THAT ARE REQUIRED TO


BE
MAINTAINED BY A COMPANY IN ACCORDANCE WITH THE
COMPANIES
ACT 1965.
1.

1)
2)
3)
4)
5)
6)
7)
8)

Register of members
Register of directors, secretaries, managers and auditors
Register of debenture holders
Register of directors shareholdings, debenture and interest
Register of substantial shareholder
Register of charges
Minutes books
Books of account

2. Section 167 of the companies act 1965 requires


director and manager of company to keep proper
company account. Explain the provision of the act
with regard to the book of account.

Section 167 of the companies act1965 contents


annuals return and financial statement.

it kept at the registered office or such other place in


Malaysia,
II. it also entries to be made in the accounting & other
record with 60 days of the completion of
transaction.
III. Accounting also record to be keep & maintained at
least 7 years after completion of the transaction.
IV. Open to inspection by director at all time
V. Annual return should be lodge to CCM within 6
months after the financial year end and the Financial
statement should be tabled and sanction in AGM
I.

7 .WHAT ARE THE DOCUMENT THAT NEED TO BE LODGED TO THE


COMPANIES COMMISSION OF MALAYSIA WITHIN THREE (3) MONTHS
FROM THE DATE OF THE LODGMENT FORM 13A- REQUEST FOR THE
AVAILABILITY OF NAME?

Lodgement of Incorporation Documents is

Pre-

incorporation document

Memorandum and article of association


Form 48A - Statutory declaration by a person before
appointment as director. at least by 2 person
Form 48F - Statutory declaration by a person before
appointment as secretary
Form 6 - Statutory declaration of compliance

8 . A PERSON MUST TAKE A STATUTORY DECLARATION AND LODGE IT WITH


THE COMPANIES
COMMISSION OF MALASIA BEFORE APPOITMENT AS DIRECTOR OF A COMPANY.
STATE THE
REQUIRED FORM AND THE DECLARATION TO BE MADE BY THE DIRECTOR.
1) Required Form 48A. Example Form 48A:

2) The declaration to be made by the director : Statutory Declaration by a person before appointment as
director or by a promoter before Incorporation of the
company
At least 2 promoter as 1st directors
Declaration : - He is not undischarged bankrupt
- He consent to act as a director of the company
- He has not convicted with the following offence :
i. Connection with the promotion, formation or mgt of
the co.

ii. Involve in fraud or dishonesty

iii. Has been imprisonment within the period of 5 years

iv .Offence under sec 132,132A and 303 of CA, within a


period of 5 years

QUESTION 5
b . DESCRIBE THE PROCEDURE TO TRANSFER OF SHARES IN A PUBLIC LISTED
COMPANY .

Need to open trading account with issuing house or CDS account with ADA

A transaction start when order given by the client to his remisier to buy or
se;; a specified number of shares of a co. at a specified price

The order will key-in in WINSCORE terminal at the stockbroking firm and then
relayed through Bursa Malaysia Central computer if confirmed routed back
to the broking co.

The order than match automatically with the system price determined by
market sold at highest price, purchase at lowest price

Once the order matched confirmation printed out at the broker office
providing detail such as original order no. stock no., price and quantity
matched and the counter-party broking co. the remisier with confirm with
the client about the purchase and sell

The broking house will then send out contract notes to the client giving
details about the transaction

Under CDS no physical delivery of shares simple books system to keep


track of the movement of shares

The buying client will be informed that shares had been transfer to CDS
account, however cannot trade the shares until the payment settled

JAN 2012

1.

A director must make a statutory declaration by


executing Form 48A to the Companies
Commission of Malaysia. Briefly explain the
contents of FORM 48A.
Statutory Declaration by a person before appointment as director or by a
promoter before Incorporation of the company
At least 2 promoter as 1st directors
Declaration: He is not undischarged bankrupt
He consent to act as a director of the company
He has not convicted with the following offence
Connection with the promotion, formation or mgt of the co.
Involve in fraud or dishonesty
Has been imprisonment within the period of 5 years
Offence under sec 132,132A and 303 of CA, within a period of 5 years

QUESTION 1
a) GSL seeks your clarification on the definition of a foreign
company as provided by the Companies Act 1965.

Section 4 CA 1965 defines foreign company as:


A company, corporation, society, association or
other body incorporated outside Malaysia, or
An unincorporated society, association or other
body which under the law of its place of origin
may sue or be sued, or hold property in the
name of the secretary or other officer of the
body or association duly appointed for that
purpose and which does not have its head
office or principal place of business in Malaysia

Agent of Foreign Company:The person named in Memorandum of


Appointment / Power of attorney
Person who is responsibility for any acts
or matters pertaining to be done by the
company
Personally liable for all penalties imposed
on the company for any contravention of
the act

Cessation

of agent
FORM 82 notice by foreign to ceased the
agent
FORM 81 notice by agent to ceased from
becoming agent
Ceased to be agent within 21 days after
the date of notice of
If the company already appoint new agent

REGISTRATION OF FOREIGN COMPANY:Must lodge with CCM the following documents:


i.
A certified copy of its certificated of incorporation from origin country
ii.
A certified copy of its charter, statute, memorandum & articles or
other similar document
iii.
A list of directors or similar particular including a list of director
residence in Malaysia who are members of local BOD & power of the
local director
iv.
A memorandum of appointment or power of attorney under the seal of
the foreign company
v.
A notice of situation of its register office
vi.
A statutory declaration by Agent of Foreign Co. (FORM 80)
After lodge all doc above, ROC will issue FORM 83 - A certificate of
Registration of Foreign Companies; and within 1 month after that, foreign
company must inform ROC the address of registered office by using FORM 44

JUNE 2012

1.

Aminah Sdn Bhd and Success Bhd have just been awarded the Certificate
of
Incorporation by the Companies-Commission of Malaysia (CCM). What is a
Certificate of Incorporation and when can the two companies commence
their business? Briefly explain

.
Company Birth certificate
Company a corporate body having an
independent legal entity
Will be issued if CCM satisfied that:

The proposed co. is unlikely to be used for


unlawful activity
It would not be prejudicial to national security
or public interest

i)
1.
2.
3.
4.
5.
6.
7.
8.

List all statutory registers/books that are


required to be maintained by a company.
Register of members
Register of directors, secretaries, managers
and auditors
Register of debenture holders
Register of directors shareholdings, debenture
and interest
Register of substantial shareholder
Register of charges
Minutes books
Books of account

The statutory registers/books must be


kept and maintained at:

The registered office of the company


The principal place of the business of the company
Such other place director must approved with the
proper notice filed with registrar

QUESTION 3
a) Outline the conversion procedure is
STEP 1

The directors shall instruct the secretary to call for GM to pass a special resolution on:

To convert the company from a private to public

To amend its name by removing the word Sdn


STEP 2

To Alter the M&A to remove restriction applicable to private co.


STEP 3

The company should prepare:

A statement in lieu of prospectus

FORM 18 Statutory Declaration of Compliance by the co. NOT issued prospectus

STEP 4
If there is a provision for directors share qualification each director
must complete either

FORM 46 undertaking by director to take and pay for qualification


shares

FORM 47 statutory declaration by director of registration of


qualification shares
STEP 5
After pass a special resolution at the GM lodge following document with
CCM

FORM 11

Statement of lieu of prospectus

FORM 18

FORM 46 or FORM 47 (if any)

A printed copy of amended M&A

Registration fees of RM300


STEP 6
CCM will issue FORM 20 COI on conversion to a public co. confirmation
changes of status

The factors need to be considered


when going public :
Whether the company has achieved
the requisite profit track record
Does the company have a
foreseeable good future in profit
performance
Whether the company consider itself
and its related business to have good
future prospects
Whether market condition is
favourable
b)

Any four Aspect required are :i- Profit test- Profit after tax at least RM6 million for
the most recent full financial year
ii- Market Capitalization Test-a total market
capitalization of at least RM500 million upon listing
iii-IPO price- minimum RM 0.50 each
iv-Bumiputera Equity Requirement-Allocation of 50%
of the public spread requirement to Bumiputera
investor on best effort basis

JANUARI 2013

1.

Four(4) document that are required to be lodged


with the CCM for registration of foreign company:
A certified copy of its certificated of incorporation
from origin country
A certified copy of its charter, status,
memorandum & articles or other similar
document
A list of directors or similar particular including a
list of director residence in Malaysia who are
members of local BOD & power of the local
director
A notice of its register office

QUESTION 1
a) The choice of companys name as Agro Tourism Farming Sdn
Bhd, pursuant to sec.22(1) and sec.342(1) of the company act
1965 is not similar or identical to an existing company name
unless consent of that company had been obtain
Not a trade mark or patent of any product unless with a
consent of the owner
Is not in conflict with objects of the proposed company
Undesirable name likely to be offensive to the public
Not the names which the Minister has directed the CCM not to
accept for registration

Connection with
Connection with
Connection with
NATO, OPEC
Connection with

members of royal family kings, princess, crown


federal or state government national, federal
Asean, Commonwealth, UN n foreign government
any political parties

b) The procedure for the incorporation of Agro Tourism Farming


Snd Bhd as a private company limited share is under
section 24 of the act:
Name search

File Form 13A - Availability of name search


Pay RM30 per name for searching fees
One approved, the name will reserved for 3 months

Prepare Pre-incorporation document. Pre-incorporation document consist of

Memorandum and article of association


Form 48A - Statutory declaration by a person before appointment as director. at least by 2
person
Form 48F - Statutory declaration by a person before appointment as secretary
Form 6 - Statutory declaration of compliance

The above document should submit together with

letter of approval of name


Bank draft for incorporation fess according to the authorized capital

Once satisfied CCM will issued form 9 - Certificate of Incorporation for private
company. Since this is a private company, it may commence business and
exercise borrowing power immediately upon the issuance of the Certificate of
Incorporation
Within 1 month file Post incorporation document with CCM. Post
incorporation document consist of;

Form 24 - Return on allotment of share


Form 44 - Notice of situation of registered office
Form 49 - Particulars of directors, managers and secretaries

Conduct first Board Meeting

PUBLIC ISSUE
- Direct allotment where the shares are issued
and allotted directly to members of public who
has subscribed for the shares
OFFER FOR SALES
- When to co. seeks to go public offer share
hold by shareholders to be purchase by
member of public
- Share place in issuing house offer for sales to
the public
RIGHT ISSUES
- Offer to existing members

JUNE 2013

. Conversion from Unlimited to Limited

Sec 25, may convert by passing a special resolution.


The directors shall instruct CS to convene a GM to pass the following
special resolution:
To convert the company to a unlimited to a limited company
To alter the Memorandum and Article Association to limit liability of
the members.
To change the name of the company to include the word Berhad or
Bhd.
The co. shall lodge with CCM within 14 days after passing the special
resolution that:
Form 11 (Notice of Resolution)
A printed copy of the amended M&A
The fee for authorized share capital if no capital share before.
Approval fee of RM50 for the CCM to change the status.
The CCM will issue Form 16-Certificate of Incorporation on conversion
to a limited company.
Attach a copy of Form 11 and Form 16 to every copy of the companys
M&A

FORM 6 Declaration of Compliance


Name of 1st Secretary
Address of registered office
Name of first two director
Principal object for which the company
is incorporated
Authorized capital