Statutory documents of your company are compulsory when you are planning to set up a business bank account or apply for a payment gateway service for your e-commerce website. ‘Code words’ are normally designated for each of the documents required, such as F9, F13, F24, F32A, etc. which the public might find ambiguous about. It is to take note that companies that were incorporated from year 2016 and onwards, document names that start with the letter ‘F’ are irrelevant to these companies according to the updates in the Companies Act 2016.
A detailed explanation has been provided by the SSM in the introduction of the Companies Act 2016. It consists of clarifications on both the old and new statutory documents as listed in Schedule A, B, and C along with sample documents provided.
Listed below are the essential statutory documents that require the acknowledgement of your company:
Application for Registration (Superform) – S14 (Previously known as Form 24, Form 44, and Form 49)
The Application for Registration, also known as the Superform, will be issued once your company has successfully been incorporated. It consists of all the basic information of the company such as:
- Company name and type.
- Business nature and description.
- Particulars of directors and shareholders.
- Information of the person who submitted the incorporation application.
Do take note that the information stated will not be provided as it will be issued ONLY ONCE. Any changes in the initial information from the date of incorporation are required to provide additional supporting documents for the updates.
If you’re looking for the latest information regarding the company, MyDATA or e-Info portal might be the most suitable channels to obtain them.
Notice of Registration – S15 (Previously Unavailable)
The SSM will issue an official notice through an email to the person SSM will issue an official notice through an email to the person who submitted the company incorporation application, also known as the ‘lodger’, once your company incorporation has been successfully approved. The lodger can either be yourself or your company secretary. The email can be referred to as the Notice of Registration.
Certificate of Incorporation – S17 (Previously known as Form 9)
This document is a requirement for many organizations such as banks and financial service providers as proof of incorporation. But as the Notice of Registration (S15) will be issued through email by the SSM upon success of incorporation, the Certificate of Incorporation will not be issued automatically. This document can be purchased through the MyData or e-Info portal.
Declaration by Person before Appointment as Director – S201 (Previously known as Form 48A)
The Declaration by Person before Appointment as Director form is to be signed by every respective director before submitting the incorporation application in order to declare the fulfilment of the criteria to become a director as well as giving their consent to the appointment.
Notification of Appointment of First Company Secretary – S58&236(2) (Previously included in Form 49)
Your company is required to submit the Notification of appointment of First Company Secretary only once in order to confirm the appointment of your first company secretary within 30 days of your company incorporation.
Lodgement of Constitution – S32 (Previously known as Memorandum and Articles of Association (M&A))
Considering that the provisions of the Companies Act 2016 and the Third Schedule can be adopted as a constitution, it will not be compulsory for Sdn Bhd to adopt a constitution. However, this document is still relevant to some organizations in order to ensure the company’s, shareholders’, and directors’ power are documented. As such, you are required to explain to them that your company does not adopt a constitution.
It is however advised for your company to adopt one under certain situations to allow your company to gain more flexibility in terms of decision making and governance.
Notification of Change in the Register of Members – S51 (Previously part of Form 24)
The Notification of Change in the Register of Members (S51) indicates the changes of the company’s shareholders which is submitted by the company secretary whenever there are changes. That being said, numerous S51 documents could exist throughout the development of your company, and it should be provided alongside the Superform to present the history of changes of your shareholders, even though only the Superform is requested.
On the contrary, company with no shareholder changes since the company’s incorporation may not have this document, while the Superform is sufficient to indicate the information of its shareholders.
Return for Allotment of Shares – S78 (Previously known as Form 24)
This document is issued whenever new shares are allotted. It consists of the information of the new shareholder, the type and class of share issued, and the number of shares together with its price. After the submission of this document, it will be followed by the submission of the Notification of Change in the Register of Members (S51) by the company secretary.
Notification of Change in the Register of Directors, Managers, and Secretaries – S58 (Previously known as Form 49)
S58 is required to be submitted to the SSM whenever there are changes in managers, directors or company secretaries of the company. This document is similar to the Notification of Change in the Register of Members (S51), there can be as many S58 documents as possible throughout the development of its business. Thus, S58 should be provided together with the Superform despite only the Superform is requested.
Instrument of Transfer of Shares – S105 (Previously known as Form 32A)
This is an agreement between the transferor and transferee regarding the transfer of shares in the company. The document lists out the number of shares, price of the shares, and more. Then, it will be stamped at the LHDN after it is signed.
Upon successful transfer of shares, the company secretary will be responsible for submitting the Notification of Change in the Register of Members (S51) to update the latest shareholders of the company.
If you were wondering where you can find all the sample documents attached in this article, it can be found on the SSM website as well as the MyDATA portal. The Notification of Registration and Certificate of Incorporation are issued by the SSM, while the other statutory documents are prepared and submitted to the SSM by the company secretary. Accepted and approved documents by the SSM will be uploaded onto the MyDATA and e-Info portals.
The statutory documents can either be purchased from those portals in digitally certified true copies (CTCs) or request your company secretary to provide and certify them for you.
It is suggested to provide your company secretary with relevant reasons when requesting the documents in order for them to provide you with a complete set of required statutory documents, so that you will not miss out on any other valid supportive documents.
To find out more, please visit e-Info and MyDATA
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