CSP 815PRESENTATION PAST YEAR

JUNE 2000 QUESTION 2

PREPARED FOR:

PM ALICIA TAN

PREPARE BY:

NUR HUSNA RASHID

RAJA NURMUNIRA RAJA HARMAN SHAH

QUESTION 2

You are chartered secretary in practice. One of your clients, Encik Baharuddin Yacob is a sole trader who owns a retail outlet selling electrical appliances in the City Shopping Centre.

He approaches you and explains that he wishes to form a private limited company to take over and carry on his existing business. He is keen to use the name “Sony International Trading”

Encik Baharuddin Yacob estimates that his business has a net worth of RM500,000 and he will accept 500,000 ordinary shares of RM1.00 each fully paid, in the new company as full consideration

(i) Advise Encik Baharuddin Yacob concerning his choice of name

Section 22(1) of Companies Act 1965

Section 22(9) of Companies Act 1965

“Sony International Trading”

Company shall not be registered the name that undesirable, name of kind

except with consent of minister

Names that identical or resemble of existing companies or has been

reserved – will be reject

Section 22(4) of Companies Act 1965

Gazette Notification No. 716

Name of private limited company must end with the word “

Sendirian Berhad”

Company name with the word “ International” and names

including proper names are now acceptable for the registration of

companies

Application

“Sony International Trading”

Section 22(9) of Companies Act

1965

contravene

Gazette Notification No. 716

Sdn. bhd

Section 22(4) of Companies Act 1965

The name should not been use

The “international” can been use a part of the company ‘s

name

Must add up the word Sdn. Bhd in

the end of company names

ii. procedure for the registration of a private limited company

before incorporation Post incorporation

Before Incorporation

Name search

fill in form 13A ( request ability of name)

not more than 50 characters

submit to Registrar of company for approval and reservation of name + fees RM 30

the Registrar of Companies if satisfied reserved the name for period 3 month

Registrar of company will reply the availability of name within 1 day (consist of name approval or rejection, duplicate copy Form 13 A)

Incorporation Documents (Sec 16 of CA 1965)

During 3 month of reservation name, all the following document need to be lodged to Registrar of Companies.

* Memorandum and Article of Association -Sec 16 (1)

+ stamp duties fees RM 100 (original copy of MOA & AOA), RM10 (duplicate copy of MOA &AOA)

* Form 6 – Declaration of the compliance by first secretary + copy of secretary identification

* Form 48A – Statutory Declaration person before appointment as director + copy of identification or passport for foreigner

* copy of name of approval letter

* duplicate copy of form 13A + cover letter

Form 48F must be execute by secretary and no need to be lodge to registrar but must be kept in minute book

Fees for registration of companies based on the authorised share capital of the company

minimum RM1000

maximum RM 70,000 Registrar of Companies will issued certificate of

incorporation (Form 9) after they satisfied.

Post Incorporation

Lodged to ROC the following

forms:

Form 49

Form 44

Form 24

Within 1 month

iii - The procedure for the transfer of assets

transfer of assets

the party who involved need to sign the Sale and Purchase agreement - which is Encik Baharuddin himself, and the directors of the new company, which is also Encik Baharuddin, and the other who are the directors of the company

the new company have to issues the new shares of RM 500,000 to Encik Baharuddin since he will accept 500,000 ordinary shares of RM1.00 each fully paid

Issues the share certificates for the new shares issued to Encik Baharuddin and update the Register of Director, Manager and Secretary (RODMS)

Lodged to SSM- Form 11, Form 24 and Form 25

THE ENDTHANK YOU