Starting from July 1, 2019, the Companies
Commission of Malaysia (SSM) has implemented the automatic compound rate
reducing method as a remedial solution for the compound within a specified
period. This approach also aims to encourage the corporate community in
complying with the provisions of the Companies Act 1965 and the Companies Act
2016.
The main purpose of implementing this new
method is to provide benefit to the corporate community to enjoy a higher
compound reduction rate without having to submit an appeal to the SSM.
The mechanisms and the rate of automatic
compound reduction are as follows:
Payment Period From Date of
Compound
Reduction Rate From the
Original Compound Issued
1 to 40 days
85%
41 to 60 days
75%
61 to 90 days
60%
91 to 180 days
30%
The reduction of the compound will
automatically be given to the compounds issued for offences under the Companies
Act 1965 and the Companies Act 2016, except:
Compound
for Out-of-Court or Investigation Papers issued by the Prosecution &
Litigation Division and State / Branch Office;
Expired
Compounded but regenerated for payment process; and
Compound
that has been given a reduction through the previous appeal process.
Reductions will be given during the payment
made at any SSM counter throughout Malaysia.
SSM as a corporate regulator is responsible to
ensure a high level of compliance under the provision of the Companies Act
among the corporate community in Malaysia as good corporate governance can
ensure the continuity and integrity of a company.
LEAP Market is an alternative market for SMEs and companies to raise funds. Creates a conducive marketplace for fund raising bringing together potential SMEs and companies, intermediaries and qualified Sophisticated Investors onto a single platform
What is the objective of Leap Market?
To support the national development agenda of SMEs. for SMEs and companies create a platform to raise funds. For Sophisticated Investors, provides an alternative and complementary platform to invest in the growth of SMEs and companies.Provides access to a wider pool of potential investments for Sophisticated Investors
Who are the ones eligible for listing on the LEAP Market?
All public companies with a clearly identifiable core business and incorporated in Malaysia are eligible to list on the LEAP Market.
Companies Commission of Malaysia (SSM) advised the public to be wary of websites that use the name of SSM for the purpose of renewal of the Certificate of Registration on-line after receiving many complaints about the website using the name of the SSM offers Registration Certificate renewal business on-line by charging unreasonable amounts. Official website of SSM is www.ssm.com.my and ezbiz.ssm.com.my.
As expected by economists, Bank Negara
Malaysia’s monetary policy committee has maintained the overnight policy rate
(OPR) at 3%, and kept its economic
growth forecast for this year at between 4.3% and 4.8%.
The OPR maintained at the current level, the
stance of monetary policy remains accommodative and supportive of economic
activity.
To ensure that the monetary
policy stance remains conducive to sustainable growth amid price stability, The
MPC will be continued to assess the balance of risks to domestic growth and
inflation
As an effort to increase the usage of online payment (e-payment).Starting from 1st September 2019, Employers will have to go online to submit the Form CP39 or statement of monthly tax deduction (MTD) to the Inland Revenue Board of Malaysia (IRBM) and would no longer accept manually submitted Form CP39 (statement of monthly tax deduction), compact disk (CD/ DVD), flash drive and diskette as well as cash and cheque payments of the MTD from employers.
For submission of the statement of MTD or employees MTD data for the month of August 2019 and for subsequent months, Employers may only use the e-PCB, e-Data PCB or e-CP39 methods provided through the ezHasil sub-menu on IRBM’s official portal www.hasil.gov.my
Inland Revenue Board is instructed by the government to extend the first
phase of the Special Voluntary Declaration Programme (SVDP) by three months to
June following encouraging feedback from taxpayers.
The SDVP is part of the government’s
tax reforms to encourage taxpayers to voluntarily declare their income and
subsequently reduce leakage of government revenue, announced in the 2019 Budget.
Taxpayers who have overseas account and taxable income in Malaysia but have
yet to report to the IRB are focused on.
Finance Minister Lim Guan Eng stated that the IRB had received 381,979
voluntary tax declarations as of March 31.
Now the SVDP’s second phase, of which penalty rate is 15 per cent on the
amount of tax payable, will now be shifted to the three months of July 1 to
September 30.
This means effective October 1, the IRB will revert to slapping penalty
rates ranging between 80 per cent and the maximum of 300 per cent, as provided
for in the existing tax laws.
SDVP allows for individual taxpayers to make voluntary declarations of
unpaid taxes for the years up to 2017. As for corporates, the SDVP is
applicable for financial years up to March 2018 stated by Finance Minister Lim
Guan Eng.
The minister assured that under the SDVP, the IRB will receive every
declaration with open hearts and will not audit or undertake investigative
measures.
The SDVP is seen as a opportunity for affected taxpayers to avoid future
scrutiny from the taxman by allowing for reduced penalty rates.
Starting a small business in Malaysia as a foreigner may be easy, and
with the right assistance, it can be set up quickly in no time. Here
are the other factors that you will want to consider when it comes to
how to start a small business in Malaysia as a foreigner:
The Viable Business Options – You need to first ask yourself what it is you are passionate about, and then do your due diligence and dive into researching the industry as thoroughly as possible. Is there a need and a demand in Malaysia for what your business has to offer? What is the big picture you are looking at? What skills, products and services can you offer that will make your small business stand out amongst all the rest? Take your time researching, even if it were to take days, months or weeks, because it is always better to know the industry inside and out before making a big commitment.
Understanding the Country – For a foreigner, Malaysia is going to be unlike anything they have ever experienced before. Setting up a business alone is a challenge in itself, doing it in a foreign country is even more of a challenge. Before you set up a small business in Malaysia as a foreigner, take your time getting to know the country, the local customs and the people, travel the country and get a feel for what Malaysia is like, not just in the city but in as many places as you can manage.
Knowing the Business Entity Options – The next thing you are going to want to find out about is what business entity options is going to be the most suitable for your business needs. In Malaysia, private limited companies registration which are known as Sendirian Berhad (Sdn Bhd) is the most common entity which is allowed for foreigners, and you need to find out if this option is going to be suitable for your business purposes.
Get Familiar with the Local Laws and Policies – The taxation system and labor laws, local council, regulation and permits granted by the different government agencies and bodies are the next part of the process to discover.
In order to transfer shares in a sdn bhd company from one person to another person in Malaysia, the following documents are needed to complete the shares transfer:
Section 105 FORM OF TRANSFER OF SECURITIES
Board’s Resolution – Approval from the Board of Directors to accept the transfer of shares
Finally, the SECTION 105 FORM will be delivered to Stamping Office for stamping purposes, the transfer of shares will only be valid in laws after stamp duty has been paid.
Note: Stamping Office is referred to Inland Revenue Board, or more common know as Lembaga Hasil Dalam Negeri (LHDN).
Who Will Do All The Jobs?
Your company secretary will prepare all documents based on your instructions to make sure all shares transferred accordingly.
Will The Transfer of Shares Be Submitted SSM?
Transfer of shares is not required to be submitted to SSM for update. You will not find new shareholder’s name in SSM system.
When Will SSM Update New Shareholder’s Name in the System?
SSM will only update the Company’s latest shareholders list after receiving the Annual Return from the Company.
We conduct our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements. The financial statements are to be properly drawn up in accordance with Private Entity Reporting Standards and the Companies Act 1965 in Malaysia so as to give a true and fair view of the financial position of the Company.
How much of paid-up capital should I have for my new company? Any amount from at least RM2 up to the maximum of the authorised capital as stated in the M&A (Memorandum & Articles of Association) of the Company, 100,000 for normal new company. We recommend paid-up capital of RM1,000 for all new companies upon the registration with SSM. Why should I increase my company’s paid-up capital? Normally, there are FOUR (4) REASONS where the company may find itself in the situation it needs to increase its paid-up capital: 1. Requested by Bank 2. A project tender requirement 3. License requirement 4. Corporate image Reason 1 to increase paid-up capital : Requested by Bank As part of the terms and conditions in the Letter of Offer from Bank for business loan application submitted by the Company, the company is required to increase its paid-up capital as required by the Bank. For example, a company is required to increase its paid-up capital from RM1,000 to RM200,000 as part of the requirement for the RM1,000,000 bank loan application from a bank. Reason 2 to increase paid-up capital : Project Tender As one of the qualification requirement, the company is to have at least certain amount of paid-up capital before it can submit any project tender document. For example, a company is required to have at least RM100,000 paid-up capital to be pre-qualified for certain projects from Petronas.
Reason 3 to increase paid-up capital : License application A company operating in certain industries may be required to have certain licenses before they can commence its business operations. For example, Agensi Pekerjaan Business. Or a company need to have at least RM500,000 paid-up capital before they can apply working visa for its foreign staff with Immigration Department. Reason 4 to increase paid-up capital : Corporate Image A 2-dollar company is not better than a company with paid-up capital of RM100,000! In Malaysia, any increase in paid-up capital by a company will normally be required to produce some proof or evidence that the company has received the relevant amount of money from respective shareholders, that is why your company secretary will request “bank-in slip” from director before proceed to prepare any relevant documents. Why increase of capital need bank-in slip from you, as directors of the Company? It is stated clearly in the Section 48, the Companies Act of which has been extracted as follows:
-No allotment shall be made of any shares of a company unless the sum payable on application for the shares has been received by the Company. -If a cheque for the sum has been received by the company, the sum shall be deemed not to have been received by the company until the cheque is paid by the bank. -Every director of a company who knowingly contravenes or permits or authorises the contravention shall be guilty on an offence against this Act. -Penalty: Imprisonment for three years or one million ringgit or both
Authorised Capital / Paid-Up Capital / Issued Shared Capital
[With effective from 31 January 2017, authorised capital was no longer applicable under the new Companies Act 2016]
What is Authorised Capital? A company need to confirm its authorised capital before proceed to the registration with SSM (Suruhanjaya Syarikat Malaysia). The amount of authorised capital will be reflected in the Memorandum of Association of every Company. Why authorised capital? A company can only issue its paid-up capital up to the authorised capital that registered with SSM. How it works If a company has authorised capital of RM100,000, then company can only increase its paid-up capital up to the maximum of RM100,000 at any time. However, if that company intends to increase its paid-up capital up to RM250,000, the company needs to increase its authorised capital from 100,000 to 500,000 before it can increase its paid-up capital. Any company is not allowed to increase paid-up capital beyond its authorised capital as stated in the M&A of the company. Registration fee for Authorised Capital Every company may increase its authorised capital with SSM by paying the relevant registration fee to SSM.
An annual return is a snapshot of general information about a company’s directors, secretary (where one has been appointed), registered office address, shareholders and share capital.
Important:The Annual Return is not to be confused with Annual Accounts. Annual Accounts are financial accounts, profit & loss etc. Both, however, are legally required to be filed to SSM Malaysia on an annual basis.
Inside Annual Return
An annual return of a company consists of the following general information:
Registered office address
Business office address
Branch office address
Principal business activities
Total authorised capital registered
Total paid-up capital
Charges registered with SSM (i.e. company assets pledged)
Company directors
Appointed company secretary
Shareholders
When do we need to lodge Annual Return to SSM?
The annual return signed by a director or by the manager or secretary of the company shall be lodged with the Suruhanjaya Syarikat Malaysia (SSM) within one month or in the case of a company keeping pursuant to its articles a branch register in any place outside Malaysia within two months after the annual general meeting.
Registered office within Malaysia Within 14 days after the date of its incorporationor the day it begins its business, whichever theearlier, every company shall have a registeredoffice within Malaysia to which all communicationsand notices may be addressed.
Registered office is NOT Business office All statutory records, registers, minute books and common seal are required to be kept in the registered office of your company. Your business office is a place where your business operations & activities conducted.
Paying every year just to keep a company? Paid it once for all! Still paying charges for Secretarial, Accounting, Audit, Tax filing, Annual Returns to SSM which can sum up to RM2,400++ annually? When opening a new company just cost you only RM980! Think about it! After paying for so many years to just keeping a company, you may want to find a way out to resolve the situation! Let us help you to save your time and thousands of money.
It just costs you RM1,200 to close down a company, that’s simple as that. Winding up of an existing Sdn Bhd There are two ways to close the Sdn Bhd Company: Option 1. To strike off from the SSM Option 2. Voluntarily winding up / liquidation of Sdn Bhd Strike off of company at SSM There are some basic requirements need to be fulfilled before we can proceed to strike off the company: 1. The company must be inactive for years or at time of application, and 2. The company’s accounts must be clean and have no outstanding debts. The Striking off application be rejected by the SSM due to the following reasons: a. The Company has large share base (High level of paid-up capital). b. The Company has large amount of retained profits. c. The Company was very active in business not long ago. d. The Company has recently disposed of a property. e. The Company has unpaid debts / creditors / liability. f. The Company are in the legal lawsuit.
As such, SSM will request the Company to go for voluntarily winding up / liquidation process.
Winding Up / Liquidation of Sdn Bhd Company The voluntarily winding up involves numerous filings & lodgments to SSM and advertising the event over the nationwide newspapers. The whole winding up process will normally take 1 to 2 years to complete and our price is ranging from RM8,000 to RM10,000. (Depends on the complexibility of the exercise) Please feel free to contact us for more details & further information and we shall be glad to advise you accordingly.
Reasons for change of company name? 1. Change in management policy or structure 2. Change in ownership 3. Change in business direction or activities 4. Rebranding activities by the Company 5. Change of name for new shelf company 6. Whatsoever reasons, we will do it for you Make a change, it only takes RM450. What we need from you Your preferred new name for your company. Why wait? Let’s do it for you, it just takes few days to make a change! Something we want to highlight to you The OLD Company’s Name is required to be displayed alongside with the NEW Company Name for 12 month-period from the date of change of company’s name. Sample: ABC World Sdn. Bhd. (Formerly Known As ABC Global Sdn. Bhd.) OR ABC World Sdn. Bhd. (F.K.A. ABC Global Sdn. Bhd.)
How it works 1. We shall lodge in the New Name Search Application with SSM 2. Within 2 days, we shall have result from SSM 3. Once approval is obtained from SSM, a general meeting of members will be convened to approve the change of company’s name. 4. We shall lodge the Form 11 to SSM for change of company’s name. 5. Lastly, we shall obtain the Borang 13 (Change of name) from SSM within 3 days from date of submission of Form 11. Leave it to us, and it takes ONLY RM450. Our total charges Our total charges is ONLY RM450. Basically, our charges include the following: a. Name search filing fee payable to SSM (1 name)# b. New common seal and share certificates c. All necessary documents from change of company’s name Call us now to act NOW!
Convert your enterprise/partnership to Sdn Bhd Company
There must be one of the following reasons you may want to convert your business from sole-proprietorship (enterprise) or partnership to Sdn Bhd Company (Private Limited Company): 1. You want to enjoy better tax rate and pay less tax! 2. You may need to be a sdn bhd to tender for a project. 3. You want to apply for business loans 4. You want to manage it in systematical and professional way. 5. Better image for your business by having sdn bhd for your business 6. Your business is growing fast and great, you may want to transfer your business to your children. 7. You may want to sale your business for a luxury price. What do we need from you:
Copy of Enterprise Registration Form D
Photocopy of I/C of the directors (at least 2 persons)
With more complex developments in company legislation and the creation of business collaborations to result in larger groups of companies, the role of a company secretary has evolved from just a normal employee to one who is far more important in any company. A company secretary of today is a company officer who is endorsed with heavier responsibilities and a greater power, duties which demand for ethical behaviour from company secretaries at all times.
This Code of Ethics, in general, can be understood to be an adoption of ethics for corporate affairs, which have been formulated to enhance the standard of corporate governance and to instil professionalism and effectiveness in the performance of duties amongst company secretaries.
This Code of Ethics needs to become a code of courtesy that will state all that is true or false and what that is good or bad from a moral point of view.
B. PRINCIPLE
This Code of Ethics is based on the principles in relation to sincerity, integrity, responsibility and corporate social responsibility.
C. OBJECTIVE
This Code of Ethics is formulated to enhance the standard of corporate governance and to instil good corporate behaviour in order to achieve the following aims:
1. To instil the practice of professionalism amongst company secretaries based on the tenets of moral responsibility, competency and effectiveness in administration; and
2. To uphold the spirit of responsibility and social accountability in line with the legislation, regulations and guidelines for administrating a company.
D. CODE OF ETHICS
In the performance of his duties, a company secretary should always observe the following codes:
1. Strive for professional competency and at all times exhibit a high degree of skill and proficiency in the performance of the duties of his office;
2. At all times, exercise the utmost good faith and act both responsibly and honestly with reasonable care and due diligence in the discharge of the duties of his office;
3. At all times, strive to assist the company towards its prescribed objectives based on the tenets of moral responsibility, efficiency, and effectiveness in administration;
4. Have a clear understanding of the aims and purpose of the company as well as the powers and restrictions as provided in the Memorandum and Articles of Association of the company;
5. Be knowledgeable of regulations and procedures for meetings, particularly quorum requirements, voting procedures and proxy provisions and be responsible for the proper administration of meetings;
6. Neither direct, for his own advantage, any business opportunity that the company is pursuing nor use or disclose to any party any confidential information obtained by reason of his office, for his own advantage or that of others;
7. Adopt an objective and positive attitude and provide full co-operation for common benefit when dealing with government authorities or regulatory bodies;
8. Disclose to the board of directors or an appropriate public officer any information within his knowledge that he honestly believes suggests that a fraud is being, or is likely to be, practised by the company or by any of its directors or employees;
9. Limit his secretaryship of companies to a number in which he can best and fully devote his times and effectiveness;
10. Assist and advise the directors to ensure that the company, at all times, maintains an effective system of internal control for the keeping of the necessary registers and accounting records;
11. At all times, be impartial in his dealings with shareholders, directors and, without fear or favour, use his best endeavours to ensure that the directors and the company comply with the relevant legislation, contractual obligations and other relevant requirements;
12 .Be present in person, or ensure that in his absence he is represented, at the company’s registered office on the days and at the hours that the office is accessible to the public;
13. Advise the board of directors so that no policy which is in conflict with the interest of the company’s stakeholders is adopted by the company;
14. Be aware of all reporting and other requirements imposed by the statute under which the company is incorporated;
15. Be present or represented at company meetings and not allow himself or his representative to be excluded or withdrawn from those meetings in a way that would prejudice his professional responsibilities as secretary of the company.
