Basic requirement to be a business owner for SOLE PROPRIETOR/PARTNERSHIP:
1. Applicant (He / She) must be of age 18 years and above.
2. Applicant (He / She) must not be a UN discharged bankrupt.
3. Applicant (He / She) must not have been convicted of an offence within a Period of 5 Years before the     APPOINTMENT.
4. Applicant (He / She) must be a resident of Malaysia .

Basic requirement and things to do before incorporated a new company (Sdn. Bhd.):
1. Think of the most suitable name for your business.
2. Get at least two directors with having residential address in Malaysia and must be at least 18 of age.
3. Plan out the shares holding structure.
4. Determine the principal business activities.
5. Appoint a qualified company sectary. (Requirement under the companies act)

Important Note:

•  The foreigner's who intend to incorporate new company or intend to purchase our ready made companies (SHELF COMPANIES) must have a residential address in MALAYSIA .

•  Providing origin permanent address, e-mail address, website (if any), business address, telephone and fax and mobile number for our company record.

•  Foreigner's who are not in MALAYSIA need to verified the statutory declaration for appointment of director's in origin place either by the notary public or commissioner for oath. Only A4 paper with 80 GSM and white color are allowed to be used for submission for the purpose to incorporate new company in MALAYSIA .

Prohibitions on certain company names

The Registrar of Companies will not accept registration of any company name or foreign company mentioned in the Schedule pursuant to section 22(1) and 341(1) of the Companies Act 1965.

The statutory provision under section 22(1) of the Companies Act 1965 provides that, except with the consent of the Minister, a company shall not be registered by a name that, in the opinion of the Registrar, is undesirable or is a name, or a kind of name

The Registrar of Companies has the rights to reject registration of names which are translation of a names of a company or foreign company registered under the Act or may resemble or be mistaken for the name of any other company or foreign company under t

 

1. PROHIBITIONS BY VIRTUE OF THE DIRECTION OF THE MINISTER.

•  Names suggesting connection with a members of the Royal family or Royal patronage including names containing such words as “Royal”, “King”, “Queen”, “Prince”, “Princess”, “Crown”, “Regent” or “Imperial”;

•  Names 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” or “National”;

•  Names suggesting connection with any Asean, Commonwealth or foreign government or with the United Nations or with any other international organization or cartel including names containing such words as “ASEAN”, “UNESCO”, “NATO”, “EEC” ,“OPEC”;

•  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”, “Chamber of Manufacturers”, “Chartered”, “College”, “Consumer”, “Council”, “Credit”, “Exchange”, “Exec

•  Names that are misleading as to the identity, nature, objects or purposes of a company or in any other manner;

•  Names that are blasphemous or likely to be offensive to members of the public;

•  Names which–

•  are translations of a name of a company or foreign company registered under the Act; or

•  may resemble or be mistaken for the name of any other company or foreign company registered under the Act; or

•  may resemble or be mistaken for a name that is being reserved for the purpose of incorporation of a new company or registration of a foreign company or for the purpose of a change of name of a company or foreign company registered under the Act.

 

2 ． NAMES SUGGESTING CONNECTIONS WITH ACTIVITIES CONTROLLED BY OTHER LAWS.

•  Banking And Financial Institutions Act 1989 –“ bank”, “deposit-taking”, “finance”, “merchant bank”, “discount house”, “money broker”, “foreign exchange broker”, “Financial”, “Factoring”, “Leasing”, “Development finance”, “Building credit” or such words connoting the same meaning;

•  Securities Industry Act 1983 –“ stock exchange”, “stock market”, “securities trading market” or such words connoting the same meaning;

•  Futures Trading Industry Act 1993 –“ futures exchange”, “futures broker”, “futures trading adviser” or such words connoting the same meaning;

•  Insurance Act 1963 –“ insurance”, “assurance”, “underwriter” or such words connoting the same meaning;

•  Money-Changing Act 1998 –“ money changer”, “foreign exchange” or such words connoting the same meaning;

•  Valuers, Appraisers And Estate Agents Act 1981 –“ estate agent”, “house agent”, “property agent”, “land agent”, “house broker” or such words connoting the same meaning;

•  Takaful Act 1984 –“ Takaful” or such words connoting the same meaning;

•  Accountant Act 1967 –“ taxation”, “tax”, “accounting”, “Public Accountant”, “Auditor”, “Tax consultant”, “Tax advisor” or such words connoting the same meaning;

•  Medicine (Advertisement and Sale ) Act 1956 –“ Private clinic”, “Clinic”, “Private Radiological clinic”, “private medical laboratory”, “alternative medicines”, “traditional herbs”, “tabib”, “treatment', “hair clinic”, “hair loss”, “homeopathy”, “traditional medicine herbs” and “medical hall” or such

•  Any other laws as being notified to the Registrar of Companies from time to time.

 

3. PROHIBITION OF NAMES SUGGESTING CONNECTIONS WITH ACTIVITIES REGULATED BY GOVERNMENT AGENCIES OR PROFESSIONAL BODIES.

•  Labuan Offshore Financial Services Authority (LOFSA) –Words such as “Labuan Offshore”, “Offshore Company”, “Labuan Trust Company” or such words of the same meaning;

•  Malaysian Architect Board –Words such as “architect”;

•  Ministry of Education Malaysia –Words such as “college”, “institute”, “university”, “school” or such words of the same meaning;

•  Department of Co-operative Development –Words such as “co-op”, “Co-operative” or such words of the same meaning;

•  Department of Civil Aviation –Words such as “aviation”, “airways”, “airlines”, “air” or such words of the same meaning;

•  Malaysia Engineer Board –Words such as “engineer”;

•  Malaysia Institute of Accountants –Words such as “accountant” or “taxation”;

•  Prime Minister's Department –Word such as “dinar”;

•  Ministry of Primary Industries –Word such as “Pusat Seranta Pengurursan Hutan” (“Information Centre for Forest Management”);

•  Jabatan Kemajuan Agama Islam Malaysia –Words such as ”rypto”, ”Muttaqim”, ”Mustaqim”, ”Ehram Mukjizah”, ”Wakaf”, ”Amil”, ”Baitulmal”, ”Halal”, ”wasiat”, ”faraid” or such words of the same meaning;

•  Corporate Application Unit, Suruhanjaya Syarikat Malaysia (SSM) –Words such as “Amanah” and “Trust” for formation of trust company.

 

4. NAMES WHICH USAGE IS BEING CONTROLLED AND LIMITED DUE TO NATIONAL AND PUBLIC INTEREST.

•  Government-linked companies and famous established names that are registered under Trade Mark Registration Act – Example: “Astro”, “DIGI”, “Berjaya”, “Chase”, “HICOM”, “Petronas”, “Intrakota”, “Celcom”, “Pernas”, “Perodua”, “Modenas”, “Telekom”, “Kenyir”, “Kulim Hi-Tech”;

•  “Cyber” or any words of the same meaning;

•  “Putrajaya” or words of the same meaning;

•  “MSC/Multimedia Super Corridor”;

•  “Middle Man”;

•  “Malay Reserve”;

•  Words which resemble gambling activities such as “sweepstake”, “lottery”, “fortune teller” or such words connoting the same meaning;

•  Words such as “liquor” and the like words; and

•  Words from the Government slogan such as “Vision 2020”, “Bersih, Cekap dan Amanah”, “Jatidiri” , “Kuala Lumpur 2001”, “Kuala Lumpur 2006”, “Kuala Lumpur 2008”, “Malaysia Boleh”, “Dulu, Kini dan Selamanya” (“Then, Now and Always”) and others being introduc

 

5. THE GENERAL PRINCIPLES AND CHARACTERISTICS OF NAMES WHICH CAN BE CONSIDERED AS COMPANY'S NAME.

•  Names shall use the correct language and spelling;

•  If a name contains words other than the Malay or English Languages, the meaning of such words must be given;

•  Names which are not blasphemous or likely to be offensive to members of the public;

•  Names which do not resemble elements of religion;

•  Certain names which are not too general, for example “Attempt Sdn. Bhd.” or “Beautiful Sdn. Bhd.”;

•  The usage of individual names shall be from the names of the directors to be named in the Memorandum or Articles of Association. However, individual names can be considered if such names are from the names of immediate family members of the director or pr

•  Created names shall state the meaning of the created words;

•  Company name is not an acronym that can be used to mislead as the name of a multi-national company such as PNB, ICI, IBM;

 

Share Capital, Authorized Capital, Paid-up Capital

Share Capital

Share capital or issued capital is the portion of a corporation's equity obtained from issuing shares in return for cash or other considerations. This is also called equity financing.

Authorized Capital

Authorized Capital or nominal capital or registered capital is the amount of share capital a company is authorized by its Memorandum to issue. This is the amount of share capital as appeared in the capital clause of Memorandum Of Association of the compan

It constitutes the maximum amount of share capital within which a company's issued and paid-up capital must lie. It is an authority or power vested in the company and forms no part of the company's actual share capital. The Authorized capital may be incre

The definition of terms for Authorised capital or nominal capital or registered capital is the amount of share capital a company is authorized by its Memorandum to issue as appeared in the table of fees to be paid to the Registrar under SECOND SCHEDULE (S

Paid-up Capital

Minimum Paid-up Capital should be 2 and not more than Authorized Capital.

The definition of terms for paid-up capital is that part of issued that has been called and paid-up by the shareholders. It need not be the same as issued capital or authorized capital as the company may issue shares on basis that the amount of their face

In practice, shares are usually allotted full paid-up and company can start with a minimum share capital of RM2 during the incorporation. The share capital may be increased subsequent to the incorporation. To reflect the shareholding percentage of the sub

 

Use of company registration number

1. For all companies , whether a private limited company, public company or foreign company registered in this country, are required to incorporate their respective company numbers right after the company name in the company's common seal, official letters

2. For local companies , only documents listed under section 121(1) of the Companies Act 1965 need to have the company number printed on them. These documents are as follows:

•  Common seal
•  Letterhead
•  Invoices
•  Official notices – referring to written advertisements made by the company in newspapers and other mass media
•  Printed publications by the company, such as brochures, leaflets, catalogues and other materials published by the company
•  Bills of exchange
•  Promissory notes
•  Endorsements
•  Cheques – only for the account holder issuing the cheque
•  Purchase orders
•  Receipts, including machine-generated receipts
•  Letters of credit

4. Exemptions, documents not listed above are not within the scope of the said amendment and do not need to have the company number printed on them. As a guide to companies, ordinary documents used in day-to-day operations that do not need to have the com

•  Bill boards and company signage
•  Labels – plates and stickers on manufactured goods
•  Bottles, cans and tetra pack drink containers
•  Packaging materials such as boxes and plastics
•  Credit cards
•  Mailing envelopes
•  Business cards
•  Company vehicles
•  Name tags
•  Invitation cards
•  Pay slips
•  Company logo

 

Strike off companies

Strike off qualification status:

1. Scope of Guidelines under Section 308 (1) of Companies Act 1965
•  A company is not carrying on business; or
•  A a company is not in operation.
    *In determining whether a company is not carrying on business or is not in operation, the Registrar may     form his opinion based on the following:
        • information in records of the company under the Registrar’s custody; and
        • through application made to him by a director or a shareholder requesting him to exercise his           discretionary power.

2. Requirements for an application pursuant to Section 308(1)
The directors must obtain the resolution of the shareholders for the initiation of the application to strike off the name of the company from the register on the basis that the company is not carrying on business or the company is not in operation.

The resolution must be enclosed together with the application to reflect the consent of the majority shareholders in respect of the striking off application.

Where a director or shareholder is untraceable - The remaining director or the shareholder concerned may still submit an application for striking off provided the remaining director or shareholder concerned must have made attempts to trace the where about

3. The company has no assets and liabilities at the time when the application is made.
The Registrar will examine the management accounts certified as true and correct by a Director. However, the Registrar reserves the right to require the applicant to submit audited financial statements.

If the company has not commenced operation, the applicant must inform the Registrar of the following:
 • The company was incorporated on (date) and there has been no transaction since then; and
 • The company has not opened a bank account or if there is an account, the latest bank statement is to be attached and to inform SSM about the closure of the account.

4. The company has no outstanding charges in the Register of Charges In respect of charges, the applicant must ensure that the company has no outstanding charges in the Register of Charges kept at the Registrar of Companies.

5. The company has no outstanding penalties or offer of compounds under the Companies Act 1965
 • The company must ensure that all such liabilities are settled before an application for striking off is made.

6. The company has no outstanding tax or other liabilities with any government department or agency.
 • Where a company has commenced operation, it must settle all outstanding tax and obtain a tax clearance prior to the filing of the application for striking off.

7. The information of the company with the Registrar is up to date.
 • The particulars of directors of the company and any other information as the Registrar deems fit must be the same as in our records. If there are any differences or changes in respect of the information of the directors of the company, the company must fi

8. The company is not involved in any legal proceeding within or outside Malaysia.
 • The company should not make any application for striking off if it is aware that there is an impending court action against it so as not to deprive others, who have initiated court action against the company, from proceeding with the court action.

9. The company has not made any return of capital to the shareholders.
 • The right procedure for any return of capital to the shareholders should be through the process of winding up or capital reduction exercise or any scheme of arrangement or reconstruction exercise.

10. The company is not a holding company or a subsidiary of another corporate body.
 • The duty lies on the holding company to take necessary steps to wind-up its subsidiary company.

11. The company is not a “Guarantor Corporation”.
 • A “Guarantor Corporation” means a corporation that has guaranteed or has agreed to guarantee the repayment of any money received or to be received by any third party.