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WHAT ARE THE NAMES THAT WE CANNOT USE FOR A COMPANY ?

Gazette names No. 716/97. Unless prior approval from the ministry has been obtained, 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.

Names suggesting connection with a member of the Royal Family or Royal patronage including names containing such words as "Royal", "Queen", "King", "Prince", "Princess", "Crown", "Regent", "Imperial" is prohibited.

You are not allowed to use names suggesting connection with a State or Federal agency or any municipality or other local authority or any Asean, Commonwealth, or foreign government or United Nation or other international organization or cartel including names containing such words as "Federal", "State", "National", "ASEAN", "UNESCO", "NATO", "EEC" and "OPEC".

Companies cannot include names with words or any words of like import such as "Bank", "Banker", "Banking", "Bumiputra", "Bureau", "Chamber of Commerce and Industry", "Chamber of Manufacturers", "Chartered", "College", "Consumer", "Council", "Credit", "Exchange", "Executor", "Fair Price", "Finance", "Foundation", "Fund", "Guarantee", "Institute", "Insurance", "Investment", "International", "Leasing", "Made in Malaysia", "Prime", "Registry", "Treasure", "Trust", "Unit Trust" and "University".

You are also prohibited to register names which are misleading as to the identity, nature, objects or purposes of a company or in any other manner, names which are blasphemous or likely to be offensive to members of the public and names that include proper name which is not the name of a director.

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

HOW DO WE START A COMPANY ?

A company must have two directors at all times. A director must be a natural person and who must have their principal or only place of residence within Malaysia. A secretary of a company must be a natural person who has his or her principal or only place or residence in Malaysia. A secretary must be a member of a prescribed body or is licensed by the Registrar of Companies, Malaysia.

You must first make an application to the Registrar of Companies to ascertain whether the intended name for your company is available. If so, three months reservation of the name is given from the date of approval. You need to submit Form 13A and a RM30 fee will be charged for each application.

Within the three months reservation period, you must submit documents such as the Memorandum & Articles of Association, Form 6 and Form 48A together with the registration fee to the Registrar of Companies.

The Statutory Declaration Form 48A is required of each proposed directors and subscribers of the company. A company must have at least two directors named in the Articles of Association of the company and two subscribers to the Memorandum and Articles of Association of the proposed company. In the Articles of the proposed company Form 6, at least one secretary of a company shall be named.

The registration fee payable for a local company is based on its authorized share capital as follows

The Registrar of Companies will issue a certificate of incorporation upon registration.

A company must have a registered office in Malaysia of which all books and accounts required under the Companies Act 1965 should be kept. The register of members, register of directors, managers and secretaries and register of charge (if applicable) and register of interest holders (if applicable) have to be kept and changes thereto have to be filed with the Registrar of Companies.

Generally, audited accounts must be submitted to the Registrar of Companies within 1 month after adoption at the annual shareholder's meeting which should be held within six months after the end of the financial year.

This means a requirement to be prepared with a profit and loss account, a balance sheet and a director's report at its annual shareholder's meeting within 18 months after incorporation of the company and subsequently at least once in every calendar year.

An approved auditor or approved auditing firm must be appointed for the purpose of reporting to the shareholders on the accounts of the company.

All entries of accounts must be done within 60 days from the completion date of such transactions and these records must be keep for at least 7 years from the latter date.

In the circumstances of a public limited company, the directors of a company have the responsibility to ensure that a prospectus is issued and circulated to the public and its contents are in accordance with the requirements of the Companies Act 1965.