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CSP CHAP 2: BUSINESS ENTITIES AND INCORPORATION OF COMPANY - Coggle Diagram
CSP CHAP 2: BUSINESS ENTITIES AND INCORPORATION OF COMPANY
2.1 Sole proprietorship/Partnership
sole proprietorship is owned by a single individual
partnership owned by two or more persons but not exceeding 20 persons
a. How to start a business?
Registration of a new business to be done within 30 days from the date of commencement of the business
Registration can be done at any SSM counter or through online via Ezbiz Online services
Complete the Business Registration Form (Form A). Business may be registered using personal name or using a trade name
Business names approval is according to Rules 15, Rules of Business Registration 1957
Business Registration can be made for a period of one (1) year and not more than five (5) years.
b. Who can submit Form A?
The owner
All partners
c. Fee?
Trade Name – RM60 per year
Personal Name - RM30 per year
Branch (s) - RM5 per year for each branch
d. When Business Registration Certificate can be obtained?
Within one hour after payment
2.2 Limited Liability Partnership
an alternative business vehicle regulated under the Limited Liability Partnerships Act 2012 which combines the characteristics of a company and a conventional partnership.
designed for all lawful business purposes with a view to make profit
may also be formed by professionals such as Lawyers, Chartered Accountants and Company Secretaries for the purpose of carrying on their professional practice
a. Salient features
featured with the protection of limited liability to its partners
flexibility of internal business regulation through partnership arrangement
Any debts and obligations of the LLP will be borne by the assets of the LLP and not that of its partners
has the legal status of a body corporate which is capable of suing and being sued in its own name, holding assets and doing such other acts and things in its name as bodies corporate may lawfully do and suffer.
offers flexibility in terms of its formation, maintenance and termination while simultaneously has the necessary dynamics and appeal to be able to compete domestically and internationally
b. How to register an LLP?
Via the MyLLP portal
The Compliance Officer of the LLP is required to be registered as the user of the MyLLP portal
2.3 Public and Private Companies
(CA2016 Sec 11)
A company limited by shares shall either be a private company or a public company
A company limited by guarantee shall be a public company
An unlimited company shall either be a private company
or a public company
2.4 Incorporation of Companies
Procedures for incorporation of a company
Ascertaining availability of name
Preparation of memorandum of association and articles of association.
(The memorandum of association of a company can be referred to as its constitution or rulebook. The memorandum states the field in which the company will business, objectives of the company as well as the type of business the company plans to undertake)
Printing, signing and stamping, vetting of memorandum and articles.
(The registrar of companies often helps promoters to draw up and draft memorandum and articles of association)
Power of attorney
(the promoter may then employ an attorney who have the authority to act on behalf of the company and its promoters)
File the following documents filed with the registrar of companies.
(form; Consent of directors, Notice of registered address, Particulars of Directors)
Statutory declaration
(all the requirements of the companies Act and the rules thereunder have been complied with respect of and matters precedent and incidental thereto)
Payment of registration fees
Certificate of incorporation
2.5 Conversion of Company Status
a. Conversion of Unlimited to Limited company
(Sec 40(1-6))
convert by passing a special resolution in a general meeting
shall lodge to the CCM a notice for conversion, and fee of RM500
Together with the notice, company must specify an appropriate alteration to its name
CCM action after receiving the notice?
Make endorsements or alterations to the register to record the conversion
Issue to the company a notice of conversion and cancel the previous notice of registration / certificate of incorporation of the company
Notify the company in writing that the company no longer needed to lodge documents as an unlimited company
When the conversion be effective?
on the issuance of the notice of conversion
the constitution is altered in accordance with the terms of the resolution
The conversion shall not
Affect the identity of the company or any rights or obligations of the company
Render defective any legal proceedings by or against the company
(any legal proceedings by or against the company prior to the conversion may, be continued or commenced after the conversion)
b. Conversion of Public company to Private company
(Sec 41(1))
c. Conversion of Private company to Public company
(Sec 41(2))
by convening general meeting to pass a special resolution
Lodge with the Registrar a notice of conversion and fee RM500
The company also required to specify an appropriate alteration to its name
private to a public company, the company shall also lodge additional documents (statement in lieu of prospectus or Form 18 and A statutory declaration verifying that paragraph 190(2)(b) has been complied with)
CCM action after then
Make such endorsements in or alterations to the register to record the conversion; and
Issue to the company a notice of conversion and cancel the previous notice of registration or certificate of incorporation of the company, as the case may be
When the conversion be effetive?
on the issuance of the notice of conversion
The conversion shall not
Affect the identity of the company or any rights or obligations of the company
Render defective any legal proceedings by or against the company
(any legal proceedings by or against the company prior to the conversion may, be continued or commenced after the conversion)