ADM FACULTY OF ADMINISTRATIVE SCIENCE AND POLICY STUDIES
340 AM 120-DIPLOMA IN CORPORATE ADMINISTRATION
E-book
Company Secretarial Practice Workshop
Normarliana Laili, Yus Aznita Ustadi, Mohd Faiz Ismail
Lenovo
[Type the company name]
ADM 340
PREFACE
The electronic guidance tools (e-book) emphasize on the preparation of the prescribed forms of private
company limited by shares starting from incorporation up to the annual general meeting.The purpose of
this innovation project is to support the existing teaching and learning materials for Company Secretarial
Practise Workshop.
The E-books consists five chapters and explained as follows:
Chapter 1-Pre-Incorporation & Incorporation
Students have to fill Form 13A to request for availability of names. Before the company can be
incorporated, the search of company’s name is very important.
Chapter 2-Post Incorporation documents and First Board of Director Meeting
In this chapter, students have to prepare documents or prescribed forms for incorporation of the
company and also the post incorporation documents. Other than submitting the forms to CCM,
the company also is require to convene the first board of director meeting to discuss all matters
relevant to the incorporation of the company.
Chapter 3-Change of Company Secretary and registered office.
In this chapter, students have to prepare the necessary requirements and prescribed forms to
change the company secretary and registered office.
Chapter 4- Appointment of additional and alternate director.
Students have to prepare the notice and minutes of director meeting to pass resolution to appoint
the additional and alternate director. The prescribed forms such FORM 45A also are required to
be submitted to CCM and also the official receiver.
Chapter 5-Preparation of Annual Return & Annual General Meeting.
As stipulated in Companies Act 1965, Section 143(1), AGM should be conducted once in every
12months. Student will prepare the notice, attendance list and also the minute of the AGM and
also the annual return ( as required under section 169(1).
All these topics will be explained by using the relevant prescribe forms where step by step details shall be
list down together with the relevant sections from the Companies Act 1965
It is important as an electronic guidance tool(e-book) for students in preparing the prescribed forms in
the course. Since it is an electronic guidance, it can be accessible by students at anywhere, anytime at
their own convenience. It is also can be used by the secretarial assistant or junior executive in this line of
work.
TABLE OF CONTENT
PREFACE PAGE
1
CHAPTER 1: 20
Pre-Incorporation & Incorporation of Private Company Limited by Shares 38
Normarliana bt Laili, Yus Aznita bt Ustadi and Mohd Faiz bin Ismail 50
64
CHAPTER 2: 80
Post Incorporation documents and First Board of Director Meeting
Normarliana bt Laili, Yus Aznita bt Ustadi and Mohd Faiz bin Ismail
CHAPTER 3:
Change of Company Secretary and Registered Office
Yus Aznita bt Ustadi, Normarliana bt Laili and Mohd Faiz bin Ismail
CHAPTER 4:
Appointment of Additional and Alternate Director
Yus Aznita bt Ustadi, Normarliana bt Laili and Mohd Faiz bin Ismail
CHAPTER 5:
Preparation of Annual Return and Annual General Meeting
Mohd Faiz bin Ismai, Yus Aznita bt Ustadi and Normarliana bt Laili
REFERENCES
CHAPTER I
PRE-INCORPORATION & INCORPORATION OF A PRIVATE COMPANY LIMITED BY
SHARES
Normarliana bt Laili, Yus Aznita bt Ustadi and Mohd Faiz bin Ismail
PART A: PRE-INCORPORATION
1.1 LEARNING OUTCOMES
Know how to choose the Able to submit a request Able to submit a request
name of a proposed for availability of the for availability of the
company name( Form 13A) name
1.2 INTRODUCTION
The name search is a very vital process whereby it is a starting point for incorporation of company.
Names which are proposed by the directors will be used as the proposed name that will be
requested to Companies Commission of Malaysia(CCM) by the company secretary. Usually the
junior executive or the assistant company secretary will fulfill the prescribe form.
1.3 PROCEDURE ON THE PRE-INCORPORATION (NAME SEARCH)
Choice of name
Submission of Form 13A to Companies Commission of Malaysia (CCM)
Fees of RM30.00
1.3.1 PRESRIBED FORMS
Form 13A-Request for availability of name
1.3.2 RELEVANT SECTION
Section 22 Company Act 196
1.4 CHECKLIST Documents Copies Remarks
No 2 copies
Cover letter 1 copy RM 30.00 for each
1. LODGE TO CCM name
Form 13A-Request for availability of 1
name
Fees for search of name
1
DISERAHKAN OLEH : COVER LETTER
(nama, alamat dan no. pendaftaran syarikat/ Tarikh:
perniagaan atau no.k.p bagi serahan oleh
individu)
TEL :
FAK :
RUJ. KAMI :
BERKAITAN :
NAMA SYARIKAT :
NO. RUJUKAN :
SURUHANJAYA SYARIKAT MALAYSIA
TINGKAT 17, MENARA SSM
NO.7 JALAN STESEN SENTRAL 5,
KUALA LUMPUR SENTRAL
50623 KUALA LUMPUR
Tuan,
Bersama-sama ini disertakan Borang 13A untuk carian nama berikut:
BIL Nama Dicadangkan Bayaran
1. Proposed name RM 30.00
2.
3.
Jumlah :-
Disertakan bayaran sebanyak RM30.00 (Tunai/Wang Pos/Kiriman Wang/Cek/bank Draft No_______ )
Tandatangan :
2
Left blank
7.5cm x 10 cm
FORM 13A
Companies Act, 1965
Section 22(6)
REQUEST FOR AVAILABILITY OF NAME
Reference No.
Our Ref: CCM/F13A/01
Fee : _______________is attached herewith_
SECTION A : TO BE COMPLETED BY APPLICATION IN BLOCK LETTERS
*NAME : Proposed name of the company
PURPOSE (MAXIMUM 50 CHARACTERS)
APPLICANT : TYPE :
ADDRESS OF
APPLICANT N - NEW INCORPORATION S - LIMITED BY SHARES
F - REGISTRATION OF G - LIMITED BY GUARANTEE
FOREIGN COMPANY
C - CHANGE OF NAME
:
: Address as per IC
TELEPHONE :
REQUEST DATE :
__________________________
SIGNATURE OF APPLICANT
* If proposed name requires further clarifications, the applicant is required to fill up Section C.
SECTION B : FOR REGISTRY’S USE ONLY
SEARCH RESULT : _______________________
AVAILABILITY
A – AVAILABLE DATE PROCESSED : __________
REMARKS
B - REJECTED PROCESSED BY : ___________
S - SUBJECT TO QUERY DATE ENTERED : ___________
: APPROVED ENTERED BY : __________
3
SECTION C: TO BE COMPLETED BY APPLICANT
CLARIFICATION
1. Single letters included in the name stand for :
eg: ABC SDN BHD, A is for Air, B is for Batu and C is for Campur
2. If the proposed name is not in Bahasa Malaysia or English, please clarify.
Eg: MOHABBAT in Urdu means Love
3. If the proposed name contains a proper name, state whether it is the name of a director of the
company or the proposed company:
Put NA if not applicable
4. If the proposed name is similar to that of a related or associated corporation, state whether
written consent has been obtained from the said corporation (please attach consent):
5. If the proposed name is a trade mark, state whether written consent has been obtained from
the owner (please attached consent):
6. If the proposed name is to be used for change of name of an existing corporation,
state the following :
Existing name :
Company No. :
7. The nature of business carried on or to be carried on by the company is
8. Other comments:
Name of first directors and IC number
.
Note:
+ For definition of “related corporation” and “associated corporation” please see Companies Act 1965 and International Accounting Standards
respectively.
Use additional sheets if necessary
Lodged by: (Name of contact person and company who lodged this document)
(Address of contact person or company who lodged this document)
(Tel No. and Fax No.)
(Email address)
4
PART B: INCORPORATION
1.5 LEARNING OUTCOMES
Able to prepare incorporation Able to submit to CCM and Able to incorporate a private
documents official receiver and retain company.
necessary documents at
registered office
1.6 INTRODUCTION
While waiting approval form CCM, the company secretary must prepare several
documents/prescribed forms. The documents have to be submitted to different parties such as
companies commission of Malaysia and department of insolvency.
1.7 PROCEDURE ON THE INCORPORATION DOCUMENTS WHILE AWAITING THE APPROVAL OF
NAME FROM CCM
Lodge with CCM the prescribed incorporation documents within three months from the
date of the letter of approval from CCM. The name is reserved for the applicant for a
period of three months.
Payment of registration fees to the CCM. The amount payable is based on the registered share
capital of a company.
The amount of fees ranges from a minimum amount of RM1,000 to a maximum of RM70,000.
(refer to the Table of Fees in the 2nd Schedule)
Issue of the Certificate of Incorporation by the CCM - S16
The CCM will review the incorporation documents lodged and when he is satisfied that all the
incorporation documents lodged are in order, he will issue the Certificate of Incorporation on
Form 9 to the company.
Effect of the issuance of the Certificate of Incorporation "birth certificate" is the
commencement of business.
1.7.1 PRESCRIBED FORMS
Form 6
Form 48A
Form 48F
1.7.2 RELEVANT SECTIONS
Sec 16(2) Company Act 1965
Section 16(3A) and 123(4) Company Act 1965
Section 139(6) Company Act 1965
5
1.8 CHECKLIST Documents Copies Remarks
No Cover letter 2 copies
Memorandum of Association (MOA) shall be stamped
1. LODGE TO CCM 1 copy ( original) with a stamp duty
of RM 100 each.
Articles of Association (AOA)
shall be stamped
1 copy ( original) with a stamp duty
of RM 100 each.
Form 6 - Declaration of Compliance 1 copy + I/C of
[S.16(2)] company secretary
Form 48A - Statutory Declaration by a 1 copy + I/C of each
Person Before Appointment as director
Director, or by a Promoter Before
Incorporation of Corporation
[ S16(3) and S. 123(1A)]
A copy of the Approval Letter from
CCM together with the original copy
of Form 13A.
Memorandum of Association (MOA) shall be stamped
1 copy ( duplicate) with a stamp duty
of RM 10 each.
Articles of Association (AOA) shall be stamped
2. RETAINED AT with a stamp duty
1 copy (duplicate) of RM 10 each.
REGISTERED OFFCE
to be completed
Form 48F - Declaration by a Person 1 copy + I/C of and signed by the
first secretary.
Before Appointment as Secretary company secretary
Cover letter 2 copies
3. SUBMIT TO OFFICIAL Form 48A - Statutory Declaration by a 1 copy + I/C of each
RECEIVER Person Before Appointment as director
Director, or by a Promoter Before
Incorporation of Corporation
[ S16(3) and S. 123(1A)]
6
APPROVAL LETTER
PEJABAT PENDAFTAR SYARIKAT
MENARA SSM Telefon : 03-2299 4400
NO.7, JALAN STESEN SENTRAL 5 Fax : 03-2299 4411
KUALA LUMPUR SENTRAL
50623 KUALA LUMPUR
__________________________________________________________________________
No. Rujukan: 2007B12345 Tarikh:
Perkara: PENUBUHAN BARU Keputusan: LULUS
Pejabat ini memaklumkan bahawa nama yang dicadangkan:
XXX SDN. BHD.
Name approved by the CCM
BOLEH DIGUNAKAN SEBAGAI NAMA SYARIKAT, DAN DENGAN INI IANYA
DIRIZABKAN SELAMA TIGA (3) BULAN DARI SURAT INI.
Borang 13A asal dan surat kebenaran (jika ada)
hendaklah dilampirkan bersama dokumen
penubuhan/penukaran nama syarikat tuan.
“BERKHIDMAT UNTUK NEGARA”
Saya yang menurut perintah,
MUHAMMAD ARIS BIN ABDUL KARIM
b.p. PENDAFTAR SYARIKAT
Malaysia
Notis ini dicetak oleh komputer, oleh itu tidak perlu ditandatangani.
7
DISERAHKAN OLEH : COVER LETTER
(nama, alamat dan no. pendaftaran Tarikh:
syarikat/ perniagaan atau no.k.p bagi
serahan oleh individu)
TEL :
FAK :
RUJ. KAMI :
BERKAITAN :*PENUBUHAN/PENUKARAN
NAMA/PENUKARAN TARAF
NAMA SYARIKAT :
NO. RUJUKAN :
SURUHANJAYA SYARIKAT MALAYSIA
TINGKAT 17, MENARA SSM
NO.7 JALAN STESEN SENTRAL 5,
KUALA LUMPUR SENTRAL
50623 KUALA LUMPUR
Tuan,
Dengan ini diserahkan dokumen-dokumen berikut untuk pendaftaran:
Dokumen Tarikh Dokumen Bayaran
Jumlah :- __________
RM1,000.00
Disertakan bayaran sebanyak RM 1,000.00________ (Tunai/No.Bank Draft …………………)
Tandatangan :
* Potong yang mana tidak berkenaan
8
THE COMPANIES ACT, 1965 Name Of Company
PRIVATE COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION OF
1. The name of the company is
2. The registered office of the company will be situated in Malaysia.
3. The objects of the company are:-
(i)
(ii)
(iii)
4. The powers of a company set forth in the Third Schedule of the Companies Act 1965 shall
apply.
5. The liability of the members is limited.
6. The capital of the company is RM……………..Malaysian Currency divided into ………..
shares of RM………each. The shares in the original or any increased capital may be divided
into several classes and there may be attached thereto respectively and preferential, deferred
or other special rights, privileges, conditions or restrictions as to dividends, capital, voting
or otherwise.
7. Subject always to the respective rights, terms and conditions mentioned in clause 6 hereof
the company shall have power to increase or reduce the capital, to consolidate or sub-divide
the shares into share of larger or smaller amounts and to issue all or any part of the original
or any additional capital as fully paid or partly paid shares and with any special or
preferential rights or privileged, or subject to any special terms or conditions and either with
or without any special designation and also from time to time to alter, modify, commute,
abrogate or deal with any such rights, privileges, terms conditions or designations in
accordance with the regulation for the time being of the company.
9
We, the several persons whose names and addresses are subscribed hereto, are desirous of being
formed into a company in pursuance of this Memorandum of Association, and we respectively agree
to take the number of shares in the capital of the company set opposite to our respective names.
Names, Addresses and Descriptions of Subscribers Number of
shares
Taken by each
Subscriber*
(Name) (Occupation)
(I/C No.)
(Address)
(Signature)
(Name) (Occupation)
(I/C No.)
(Address)
(Signature)
Total number of shares taken
Dated this day of 20 .
Witness to the above signatures:
(Name, Identification & Address)
____________________________________________________________________________
*The number of shares taken by each subscribers must be personally written by them.
Lodged by: (Name of contact person and company who lodged this document)
(Address of contact person or company who lodged this document)
(Tel No. and Fax No.)
(Email address)
10
THE COMPANIES ACT, 1965 Adoption of
PRIVATE COMPANY LIMITED BY SHARES Table A
ARTICLES OF ASSOCIATION OF
…………………………………. (NAME) SENDIRIAN BERHAD
1. The regulations contained in Table A in the Fourth
Schedule to the Companies Act shall apply.
2. The company is a private company and accordingly: Private company
(a) the right to transfer shares is restricted in manner hereinafter
prescribed.
(b) the number of member of the Company (counting joint holder of
shares as on person and not counting any person in the employment
of the Company or of its subsidiary or any person who while
previously in the employment of the Company or its subsidiary was
and thereafter has continued to be a member of the Company ) shall
be limited to fifty provided that where two or more persons hold one
or more shares in the Company jointly they shall for the purposes of
this paragraph be treated as a single member.
(c) any invitation to the subscribe for any share in or debentures of the
Company is prohibited.
(d) any invitation to the public to deposit money with the Company for
fixed periods or payable at call , whether bearing or not bearing
interest, is prohibited
11
DIRECTORS Number and first
directors
3. 1) The number of directors shall not be less
than ……………..….and not more than …..….......……
2) The following shall be the first directors: First secretary
………………………………………………….…..………………
…..…………………………………….….……………..
SECRETARY
4. The secretary of the company shall be:
…………………………………………….……………...…..
12
We, the several persons whose names and addresses are subscribed hereunder being subscribers
hereby agree to the foregoing Articles of Association.
Subscribers name Description of Signature
and addresses subscribers
Name and details of first directors
Dated this day of 20 .
Witness to the above signatures:
(Name, Identification & Address)
Lodged by: (Name of contact person and company who lodged this document)
(Address of contact person or company who lodged this document)
(Tel No. and Fax No.)
(Email address)
13
Left blank
7.5cm x 10 cm
FORM 6 To be completed by company secretary
Companies Act, 1965
Section 16(2)
Company No.
DECLARATION OF COMPLIANCE
.............................................................................. (Name of Company)
I………………………………………………………*I/C No./Passport No…………………….
of………………………………………….sincerely declare the following :-
1. I am the person named in the Articles as the first secretary of ………….…..…(Name of Company)
1. All the requirements of the Companies Act, 1965 and of the Companies Regulations in respect of
matters precedent to the registration of the Company and incidental to its registration have been
complied with.
3. As from the date of its incorporation, the registered office of the company will be situated at
………………………, in the State of ……………………………Post Code……………………….
4. The first directors named in the articles of the company are as follows:-
+Name Address I/C No/ Date of Birth
Passport No.
14
5. The principal objects for which the company incorporated are as follows:-
1. ………………………………………. Refer to MOA
2. ……………………………………….
3. ……………………………………….
6. The authorised capital of the company is RM …………… divided into ………………… Shares of RM
…………………each.
Declared at …………. This…….. day of ………., 20………..
…………………………..……..
(Name)
(*Licence No./Prescribed Body
Membership No.)
* Strike out whichever is inapplicable
+ if the director is of the female gender, insert “(f)” against her name.”
Lodged by: (Name of contact person and company who lodged this document)
(Address of contact person or company who lodged this document)
(Tel no. and Fax No.)
(Email address)
15
Left blank
7.5cm x 10 cm
FORM 48A
Companies Act, 1965
Section 16(3A) and 123(4)
Company No.
To be completed by first directors
STATUTORY DECLARATION BY A PERSON BEFORE APPOINTMENT AS
DIRECTOR, BY A PROMOTER BEFORE INCORPORATION OF CORPORATION
SARINA MAS SDN BF
I, .......................................................................*I/C No/*Passport No………………………………….of
............................................................do solemnly and sincerely declare that:-
(1) I am not an undischarged bankrupt.
(1) I have not been convicted whether within or without Malaysia of any offence :-
a) in connection with the promotion, formation or management of a corporation;
a) involving fraud or dishonesty punishable on conviction with imprisonment for three months or
more; or
a) under section 132, 132A or under section 303, within a period of five years preceding the date of
this declaration.
(1) I have not been imprisoned for any offence referred to in paragraph (2) hereof within the period of five years
immediately preceding the date of this declaration.
*(4) I am an undischarged bankrupt but have been granted leave by the court under section 125 to act as a director
of ...........................................................................................(name of corporation)
*(5) I have been granted leave by the court under section 130 to be director of .................….
(name of corporation) or a promoter of a proposed corporation................................... .... (name of proposed
corporation) or both a director of ............................ (name of corporation) and a promoter of
....................................(name of proposed corporation). I attach herewith an office copy of the court order.
(6) I hereby consent to act as director of ………………………………….. (name of company).
And I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of
the + Statutory Declaration Act, 1960.
Subscribed and solemnly declared )
by the abovenamed at……………………… )
in the state of …….……………………………)
this……………day of …………, 20……… )
Before me,
This Statutory Declaration shall be lodged with the Registrar of Companies and the Official Receiver
* Strike out whichever is inapplicable.
+ If the declaration is made in another country, it must be made under the law relating to statutory declaration or oaths prevailing in that country.
Lodged By: (Name of contact person and company who lodged this document)
(Address of contact person or company who lodged this document)
(Tel No. and Fax No.)
(Email address)
16
Left blank
7.5 x 10 cm
FORM 48A
Companies Act, 1965
Section 16(3A) and 123(4)
Company No. To be completed by first directors
STATUTORY DECLARATION BY A PERSON BEFORE APPOINTMENT AS
DIRECTOR, BY A PROMOTER BEFORE INCORPORATION OF CORPORATION
……………….. (name of company)
I, .......................................................................*I/C No/*Passport No…………………………………….of
............................................................do solemnly and sincerely declare that:-
(1) I am not an undischarged bankrupt.
(2) I have not been convicted whether within or without Malaysia of any offence :-
a) in connection with the promotion, formation or management of a corporation;
b) involving fraud or dishonesty punishable on conviction with imprisonment for three months or
more; or
c) under section 132, 132A or under section 303, within a period of five years preceding the date of
this declaration.
(3) I have not been imprisoned for any offence referred to in paragraph (2) hereof within the period of five years
immediately preceding the date of this declaration.
*(4) I am an undischarged bankrupt but have been granted leave by the court under section 125 to act as a director of
...........................................................................................(name of corporation)
*(5) I have been granted leave by the court under section 130 to be director of .................….
(name of corporation) or a promoter of a proposed corporation................................... .... (name of proposed
corporation) or both a director of ............................ (name of corporation) and a promoter of
....................................(name of proposed corporation). I attach herewith an office copy of the court order.
(6) I hereby consent to act as director of ………………………………….. (name of company).
And I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of
the + Statutory Declaration Act, 1960.
Subscribed and solemnly declared )
by the abovenamed at………………………… )
in the state of …………………..…….……. )
this……………day of …………, 20………… )
Before me,
This Statutory Declaration shall be lodged with the Registrar of Companies and the Official Receiver
* Strike out whichever is inapplicable.
+ If the declaration is made in another country, it must be made under the law relating to statutory declaration or oaths prevailing in that country.
Lodged By: (Name of contact person and company who lodged this document)
(Address of contact person or company who lodged this document)
(Tel No. and Fax No.)
(Email address)
17
FORM 48F To be completed by secretary and to be retained at registered office
Companies Act, 1965
(Section 139(6))
Company No.
DECLARATION BY A PERSON BEFORE APPOINTMENT AS SECRETARY
.…………………………………………. (Name of Company)
I, ………………………………..…, *I/C No./Passport No. ………………………… of
………………………………………….…….. declare the following:-
(a) I am qualified to act as a secretary pursuant to section 139A
(b) I am not disqualified to act as a secretary under Section 139C; and
(c) I hereby consent to act as secretary of ………………………… (Name of Company.
Declared at ……………… this………….. day of ……………..
……..................................................
(Name)
(*Licence No./Prescribed Body
Membership No.)
* Strike out whichever is inapplicable
18
DISERAHKAN OLEH : sila kosongkan ruangan ini
COVER LETTER
(nama, alamat dan no. pendaftaran
syarikat/ perniagaan atau no.k.p bagi Tarikh :
serahan oleh individu)
TEL :
FAK :
RUJ. KAMI :
BERKAITAN :*PENUBUHAN/PENUKARAN
NAMA/PENUKARAN TARAF
NAMA SYARIKAT :
NO. RUJUKAN :
JABATAN INSOLVENSI MALAYSIA
JABATAN PERDANA MENTERI
ARAS 2-3, BANGUNAN HAL EHWAL
UNDANG-UNDANG, PRECINT 3
PUSAT PENTADBIRAN KERAJAAN PERSEKUTUAN
62692 WILAYAH PERSEKUTUAN PUTRAJAYA
Tuan,
Dengan ini diserahkan dokumen-dokumen berikut untuk pendaftaran:
Dokumen Tarikh Dokumen
Borang 48A + IC ( 2 set)
Tandatangan :
* Potong yang mana tidak berkenaan
19
CHAPTER 2
POST INCORPORATION DOCUMENTS & FIRST BOARD OF DIRECTOR MEETING
Normarliana bt Laili, Yus Aznita bt Ustadi and Mohd Faiz bin Ismail
PART A: POST INCORPORATION DOCUMENTS
2.1 LEARNING OUTCOME
able to prepare the able to prepare the immediate
documentation for the first post-incorporation returns
board of directors’ meeting required by CCM
2.2 INTRODUCTION
The private company will receive the certificate of incorporation i.e Form 9 after the registrar satisfies
with the incorporation documents. Right after receiving Form 9, company must lodge the post
incorporation documents and hold its first board of director meeting. Other than that, it is important to
ensure that the company has its common seal as according to Sec 16(5) Company Act 196, establish and
maintain statutory registers and books and ensure that the company’s name and the company number
are affixed on all necessary documents and the company’s name is displayed outside all its offices or place
where business is carried on.
2.3 PROCEDURE TO LODGE POST INCORPORATION DOCUMENTS
Both private and public companies are required to lodge the following three documents with the CCM
within one month of the issuance of the certificate of incorporation.
2.3.1 PRESCRIBED FORMS
Form 24-Return of allotment of shares
Form 44-Notice of situation of the registered office
Form 49-Return giving particulars in register of directors, managers and secretaries and
changes of particulars
2.3.2 RELEVANT SECTIONS
Section 54(1) Company Act 1965
Section 120(1), 333(1A) & 335(1)(d) Company Act 1965
Section 141(6) Company Act 1965
20
2.4 CHECKLIST Documents Copies
No Cover letter 2 copies
1. LODGE TO CCM Form 24-Return of allotment of shares 1 copy
1 copy
Form 44-Notice of situation of the
registered office 1 copy
Form 49-Return giving particulars in
register of directors, managers and
secretaries and changes of particulars
21
FORM 9
22
COVER LETTER
DISERAHKAN OLEH : sila kosongkan ruangan ini
(nama, alamat dan no. pendaftaran syarikat/ Tarikh:
perniagaan atau no.k.p bagi serahan oleh
individu)
TEL :
FAK :
RUJ. KAMI :
BERKAITAN : SERAHSIMPANDOKUMEN/
PERMOHONAN
NAMA SYARIKAT :
NO. RUJUKAN :
SURUHANJAYA SYARIKAT MALAYSIA
TINGKAT 17, MENARA SSM
NO.7 JALAN STESEN SENTRAL 5,
KUALA LUMPUR SENTRAL
50623 KUALA LUMPUR
Tuan,
º( √ ) Bersama-sama ini disertakan dokumen/permohonan untuk pendaftaran/kelulusan mengikut
kategori berikut – ( Sila √ di tempat berkenaan)
☐ Gadaian
☐ Penerimaan
☐ Penggulungan (Winding Up)
( ) Winding-up By Court Order
( ) Winding-up By Members (Voluntary)
( ) Winding-up By Creditors (Voluntary)
( ) Strike Off (Section 308) – Statutory Declaration (SD)
( ) Cessation of Foreign Company
☐ Dokumen Am
☐ Lesen Setiausaha Syarikat
☐ Juruaudit Syarikat
☐ Lain-Lain Dokumen*
º( ) Dengan ini dikembalikan dokumen berikut setelah dipinda seperti yang dikehendaki dalam surat
tuan bertarikh ________________
Dokumen** Tarikh Dokumen “Event Date”*** Bayaran
i. FORM 24 11 Julai 2016 -
ii. FORM 44
iii. FORM 49
Disertakan bayaran sebanyak RM ________________ (Tunai/Wang Pos/Kiriman Wang/ Cek/Bank
Draft No.……………….....)
Tandatangan:
º Sila √ di tempat berkenaan.
* Sila √ di tempat berkaitan dan nyatakan butirannya seperti dalam Jadual A atau B.
** Sekiranya bukan borang ditetapkan (not prescribe form) sila nyatakan butiran dokumen tersebut.
*** Nyatakan tarikh peristiwa seperti tarikh pelantikan, pemecatan, perubahan, resolusi
23
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7.5cm x 10 cm
FORM 24
Companies Act, 1965
Section 54(1)
Company No.
121234 A
RETURN OF ALLOTMENT OF SHARES
MUAYYAD RESOURCES SDN BHD
The shares referred to in this return were allotted (1)*on the 11 day of July 2016/ *between
the………day of…………..,20………and the ……..day of…………,20……… STRIKE OFF
Details of Shares
(2)Shares Allotted Other kinds
Preference Ordinary (Specify class)
1. For cash consideration :
(a) Number of 2
shares………………………….… RM 1.00
(b) Nominal amount of each shares ……RM
(c) Amount (if any) paid on each RM 1.00
shares……RM
(d) Amount (if any) due and payable on each NIL
share………………..............................RM
(e) Amount of premium paid or payable on NIL
each
share………...……………………..….RM
2. For consideration other than cash : NIL
(a) Number of shares………….………………. NIL
(b) Nominal amount of each share…………RM
(c) Amount to be treated as paid on each of the NIL
shares so allotted…………………..…...RM
(d) Amount of premium treated as paid up on NIL
each share……………………………RM
(3)(e) The consideration for which the shares have NIL
been so allotted is as follows:
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Company No.
121234 A
3. (4)Particulars of the allottees of the shares so allotted and the number
Full Name and Address Nationality/ I.C. No./
Race Passport No.
Name and details of the first directors
TOTAL
Dated this……day of …….…, 20…..
………
r and classes of shares allotted to them are as follows:
Number of Shares Allotted
Preference Ordinary Other Kinds
Cash Otherwise
Cash Otherwise Cash Otherwise
1
……………………………….. ……………………………………….
Director Secretary
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Company No.
Certificate to be given by all Companies
A certificate in the form set out hereunder shall be given by a director and a secretary of every
company and annexed to this form.
CERTIFICATE
We hereby certify in relation to MUAYYAD RESOURCES SDN BHD that
(a) The shares referred to in this return were allotted pursuant to a resolution of the *director/*members
made on 11th July 2016(date of allotment)
(b) The shared so allotted do not exceed the authorized capital of the company which is RM 100,000.00
divided into(5) 100,000 ORDINARY shares of rm 1.00 each.
(c)*the allottees have agreed and have not withdrawn their agreement to take up the shares so allotted;
(c)*the shares were allotted to the allottees on applications received from them for shares in the
company;
(c)* the shares were allotted as fully paid bonus shares to the existing shareholders;
(d) the total issued capital of the company now stands at 2 shares of RM 1.00 each and the paid-up
capital is RM 2.00; and
(e)*(*) by virtue of section 54 (2) paragraph 3 of this form is not completed as :
(i) The company has more than five hundred members;
(ii) The company keeps its principle share register at a place within twenty-five kilometers of the
office of the Registrar of Companies……………………………………………….;
(iii) The company provides reasonable accommodation and facilities for persons to inspect and
take copies of its list of members and its particulars of shares transferred;
*(iv) The shares referred to in this return were allotted for cash;
*(iv) The shares referred to in this return were allotted for a consideration other than cash and the
number of persons to whom the shares have been allotted exceeds five hundred; and
(v) (a) the number of shares allotted to citizens who are Malays and
Natives 2
(b) the number of shares allotted to citizens who are non-Malays
and non-Natives NIL
(c) the number of shares allotted to non-citizens NIL
(d) the number of shares allotted to bodies corporate controlled by
citizens who are Malays and Natives …….….…...….……..…
(e) the number of shares allotted to bodies corporate controlled by
citizens who are non-Malays and non-Natives
………..….….…………
(f) the number of shares allotted to bodies corporate controlled by
non-citizens …....……..….…………
TOTAL: 2
Dated this ……….. day of…………, 20……..
…………………………………………….. ………………...………….………
Director Secretary
Lodged By: (Name of contact person and company who lodged this document)
(Address of contact person or company who lodged this document)
(Tel No. and Fax No.)
(Email address)
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7.5cm x 10 cm
FORM 44
Companies Act, 1965
Section 120(1), 333(1A) & 335(1)(d)
Company No.
121234 A
NOTICE OF SITUATION OF REGISTERED OFFICE
AND OF OFFICE HOURS AND PARTICULARS OF CHANGES
MUAYYAD RESOURCES SDN BHD
To the Registrar of Companies,
Muayyad Resources Sdn Bhd hereby gives notice that:
* as from the date of incorporation the registered office of the company in Malaysia has been
situated at
* as from the….. day of ………, 20………the registered office of the company in
Malaysia has been situated at ……………………..
Strike off
* as from the…day of ….….. , 20……..the situation of the registered office of the company
has been changed from ……………..….. to …………………….
as from the……..….day of…………., 20………the days and hours during which that
office is open and accessible to the public have been as follows:
MONDAY=FRIDAY 8.00AM TO 5.00PM
SATURDAY 9.00-12.00
Sunday-close
Dated this……….. day of …………., 20……….
………………………………
Secretary/Director
Lodged By: (Name of contact person and company who lodged this document)
(Address of contact person or company who lodged this document)
(Tel No. and Fax No.)
(Email address)
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7.5cm x 10 cm
FORM 49
Companies Act, 1965
Section 141(6)
Company No.
121234 A
RETURN GIVING PARTICULARS IN REGISTER OF DIRECTORS, MANAGERS AND SECRETARIES AND CHANGES OF
PARTICULARS
MUAYYAD RESOURCES SDN BHD
DIRECTORS*
Nationality/ Date of Residential Business Particulars of Nature of Identity Card
Address Occupation other Appointment for No./Passport
Full Name Race Birth
(if any) Directorships Change of No.
Relevant Date
Name and details of first directors First Director as
named in the
Articles of
Association
(11th July 2016)
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Company No. Nationality / Other Nature of Identity Card
121234 A Occupation Appointment for No./Passport
Race Residential Address
Office in Company Full Name (if any) Change of No.
Managers………… Relevant Date
Secretaries………. First secretary as
named in the
Articles of
Association
Dated this 11th day of July 2016
…………………………………………………………………
Signature of @ Directors / @ Secretaries
Lodged By: (Name of contact person and company who lodged this document)
(Address of contact person or company who lodged this document)
(Tel No. and Fax No.)
(Email address
29
30
PART B: FIRST BOARD OF DIRECTOR MEETING
2.4 INTRODUCTION
A company being an incorporated body must act through properly appointed agents, i.e. the
directors. The directors are responsible for the management of the company and for making
policy decisions. Their decisions are made and their will expressed at board meetings.
2.5 PROCEDURE OF FIRST BOARD OF DIRECTOR MEETING
It is referred to as the First Board Meeting. After the receipt of the certificate of incorporation
from the CCM, the first board meeting should be held as soon as possible to deal with certain
matters to comply with the requirements of the Companies Act 1965 (CA 1965) and the articles
of the company and also to deal with certain formalities of the company to get the company
going. Some or all of the following items are likely to be included in the agenda of the meeting.
(i) To record the receipt of the certificate of incorporation
(ii) To record the appointment of first directors
(iii) To appoint additional director
(iv) To appoint Chairman of the Board
(v) To record the appointment of first secretary
(vi) To fix the situation of the registered office
(vii) To adopt the common seal of the company
(viii) To appoint the bankers of the company
(ix) To appoint the auditors of the company
(x) To confirm the subscribers shares and to authorise the issue of share certificates
(xi) To determine the amount and the method for raising capital
(xii) To fix the financial year end of the company
(xiii) To execute any purchase agreement
(xiv) To discuss the holding of statutory meeting (for public company only)
(xv) To instruct the secretary to carry out certain matters (where necessary)
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NOTICE OF BOARD MEETING
11 July 2016 Name of director
Ameer Muayyad bin Ahmad Mukhlis,
No 123, Taman Seremban 3,
70300 Seremban,
Negeri Sembilan.
Dear Sir/Madam
FIRST BOARD MEETING ON 18 JULY 2016
Please be informed that the First Board Meeting of the Company will be held at the [Venue] on
[Date] at [Time].
AGENDA
1. To receive report of incorporation of the Company.
2. To table and note the Certificate of Incorporation of the Company.
3. To table and note the Memorandum and Article of Association of the Company.
4. To record the appointment of the first directors.
5. To appoint additional directors.
6. To appoint chairman of the Board.
7. To record the appointment of the First Secretary.
8. To table the directors’disclose in interest in shares.
9. To adopt the common seal of the Company.
10. To establish the registered office of the Company.
11. To confirm the subscribers shares and authorize the issuance of share certificates.
12. To discuss the numbering of shares.
13. To approve payment of cost of formation.
14. To fix the financial year end of the Company.
15. To appoint auditors.
16. To discuss opening of bank accounts.
17. To discuss any other matters.
Thank you.
Yours faithfully,
for MUAYYAD RESOURCES SDN. BHD.
liana
Normarliana bt Laili
Company Secretary
32
MUAYYAD RESOURCES SDN. BHD.
(Incorporated in Malaysia)
TYPE OF MEETING:
VENUE:
DATE & TIME:
ATTENDANCE LIST SIGNATURE
Ayyad
NO NAME mukhlis
1. Ammer Muayyad bin Ahmad Mukhlis
2. Ahmad Mukhlis bin Mukhtar liana
3.
4.
5.
6.
In Attendance:
Normarliana bt aili
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MUAYYAD RESOURCES SDN. BHD.
(Incorporated in Malaysia)
MINUTES OF THE FIRST BOARD OF DIRECTORS’ MEETING HELD AT MEETING ROOM, NO.13
JALAN PERMAI 43000 KAJANG SELANGOR ON MONDAY, 18TH JULY 2016 AT 10.00 A.M.
PRESENT: Ameer Muayyad bin Ahmad Mukhlis - in the Chair
and as per Attendance list
IN ATTENDANCE: Normarliana bt Laili - Secretary
NOTICE
The notice convening the meeting was tabled and taken as read.
QUORUM
The requisite quorum being available, the Chairman called the meeting to order.
1. INCORPORATION OF THE COMPANY
The Chairman reported the incorporation of the Company and informed the
meeting that all matters in connection with the registration of the Company
had been attended to.
2. CERTIFICATE OF INCORPORATION OF THE COMPANY
The Certificate of Incorporation No. The Certificate of Incorporation
No.130194-S dated 11TH JULY, 2016 was tabled and noted by the meeting.
3. MEMORANDUM AND ARTICLES OF ASSOCIATION
A copy of the Memorandum and Articles of Association was tabled at the
meeting and was duly noted and adopted as the regulations of the Company.
34
4. FIRST DIRECTORS
It was noted that …………………………………………… and
……………………………………………………. had indicated a willingness to act by signing
Form 48A and being the First Directors as named in the Artices of Association were
to be the first directors of the Company.
5. APPOINTMENT OF ADDITIONAL DIRECTORS
It was RESOLVED that …………………………………………….. had duly executed
the necessary statutory documents as required under Section 123(4) of the
Companies Act 1965 be appointed additional directors of the Company with
immediate effect.
6. APPOINTMENT OF CHAIRMAN
It was unanimously Resolved that ……………………………………………………………. be
appointed Chairman of the Board
7. FIRST SECRETARY
It was noted that …………………………………………………….. had indicated a willingness to
act by signing Form 48F and being the First Secretary as named in the
Articles of Association were appointed the Secretaries of the Company.
8. DIRECTORS’ DECLARATION OF INTERESTS IN SHARES
……………………………………….. and ………………………………………….. delivered letters to
the Company notifying their interests in the shares of the Company as required
under Section 135 of the Companies Act 1965.
9. COMMON SEAL
It was RESOLVED that the Common Seal, an impression of which was made
to these minutes be adopted as the Common Seal of the Company.
10. REGISTERED OFFICE
It was RESOLVED that the registered office of the Company be situated at
No.13 Jalan Permai 43000 Kajang Selangor with effect from the date of
incorporation.
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11. ISSUE OF SUBSCRIBER’S SHARES
The Secretary was instructed to record the name of the subscribers to the
Memorandum in the Register of Members and was further instructed to
prepare certificates and affix the common seal to the share certificates upon
confirmation of receipt of the share moneys for the shares subscribed for.
12. NUMBERING OF SHARES
All shares in the Company presently being in issue being fully paid up, it was
RESOLVED that in accordance with Section 99(2) of the Companies Act
1965, none of the said shares in the Company need have a distinguishing
numbers.
13. COSTS OF FORMATION
The payment of the fees and expenses incurred on the formation of the
Company was approved.
14. FINANCIAL YEAR END
It was Resolved that the financial year end of the Company be fixed at 31
December with the first financial period to end 31 December 2016.
15. APPOINTMENT OF AUDITORS
It was RESOLVED THAT THE SUHAINI & Co of No.14 Jalan Permata
Kasih 43000 Kajang Selangor who had given their consent to act be appointed
auditors of the Company until the Company’s firsty Annual General Meeting
at a fee to be agreed with the directors.
16. OPENING OF BANK ACCOUNT – BANK ISLAM BERHAD
It was RESOLVED that a bank account to be opened in the name of the
Company with Bank Islam Berhad, Ground Floor, A16, Giant Superstore
Prima Saujana, Plot 8, Jalan Prima Saujana 2/F, Taman Prima Saujana, 43000
Kajang, Selangor, Malaysia AND THAT the said Bank be instructed
to honour and pay all cheques, promissory notes and other orders drawn, and
all bills accepted on behalf of the Company, whether the account be in credit
or overdrawn, to comply with all directions given for or in respect of any
account of any kind what so ever on behalf of the Company, and to accept and
act upon all receipts for monies deposited with or owing by the Bank on any
account in the name of the Company, provided that such cheques, promissory
notes, orders, bills, directions or receipt are signed JOINTLY by……………………………..
36
17. OTHER BUSINESS
The Secretary was instructed to file the necessary Forms 24, 44 and 49 with
the Registrar of Companies.
TERMINATION
There being no further business, the meeting ended at 2:00 P.M with a vote of thanks to the
Chair.
Confirmed,
………………………
CHAIRMAN
Date:
37
CHAPTER 3
CHANGE OF COMPANY SECRETARY AND REGISTERED OFFICE
Yus Aznita bt Haji Ustadi, Normarliana bt Laili and Mohd Faiz bin Ismail
3.1 LEARNING OUTCOMES
Able to prepare all the documentation Able to prepare all the documentation
required to appoint a new company required for the change of registered
secretary immediately upon the office.
resignation of the existing company
secretary
3.2 INTRODUCTION
The position of secretary may be held by a director so long as he is qualified under
the CA 1965 to act as secretary. However, anything required to be done by a
director and the secretary shall not be done by the director who is also the
secretary as both, eg, attestation of company’s common seal.
Since a Company Secretary does not need an ‘in house’ Secretary all the time, a
registered office may not necessary be the business address itself.
3.3 PROCEDURE ON THE CHANGES OF COMPANY SECRETARY
Fill in Form 48F for any new appointment of Company Secretary
Directors’ Resolution for approval of changes of Company Secretary
Form 49 – to be submitted to CCM to show the changes
No Prescribed Fees
Need to be lodge within 1 month
3.4 PROCEDURE ON THE CHANGES OF REGISTERED OFFICE
The board of director shall pass a board resolution to change the address of the registered
office;
The secretary shall lodge Form 44 within one month after the date of the change with
CCM;
Update all documents in which the registered address appears;
The name of the company must be displayed at the new registered office.
38
3.4.1 PRESRIBED FORMS
Form 48F
Form 49
Form 44
3.4.2 RELEVANT SECTION
Section 4(1), 139(1), 139(1A) 139(1B) and 139(3) of the Companies Act,
1965 stated the requirements for a company to have the office of the
Company Secretary.
Section 120(1), 333(1A) & 335(1)(d) of Companies Act, 1965. Relevant
sections for change of registered office
3.5 CHECKLIST
No Documents Copies Remarks
Cover letter 2 copies
LODGE TO CCM Form 49 together with the 1 copy
extract resolution
1.
Form 44
1 copy
39
The Board of Directors,
ABC Sdn. Bhd.
Address
Dear Sirs,
NOTICE OF RESIGNATION OF COMPANY SECRETARY
I, Mr. BBBB is hereby give notice of my resignation as Company Secretary at [….name of
company….] to be effective upon completion of all the necessary statutory documents as
required under the Companies Act, 1965.
Dated this…….day of ……….20……
………………………………………….
(name of the company secretary
40
ABC SDN. BHD. (123456 – M)
(Incorporated in Malaysia)
DIRECTORS’ RESOLUTION IN WRITING PURSUANT TO ARTICLES 90 OF THE COMPANY’S
ARTICLES OF ASSOCIATION
CHANGE OF COMPANY SECRETARY
IT IS HEREBY RESOLVED:
“THAT the resignation of Mr. BBBB as secretary of the Company be accepted with
immediate effect and in place thereof, Mr. DDDD be appointed secretary at a
remuneration at the rate of RM………… per annum or under the terms and conditions as
stipulated in the letter of Appointment/Employment Contract].
CHANGE OF REGISTERED OFFICE
IT IS HEREBY RESOLVED:
“THAT effective from [………….….], the situation of the registered office of the company
be change from [……………….] to [……………….….].
Dated this.......day of...........20……
DIRECTORS:
……………………………………… ……………………………………..
(name of director) (name of director)
41
ABC SDN. BHD. (123456 – M)
(Incorporated in Malaysia)
EXTRACT OF DIRECTORS’ RESOLUTIONS
PASSED ON [….DATE….]
CHANGE OF COMPANY SECRETARY
IT IS HEREBY RESOLVED:
“THAT the resignation of Mr. BBBB as secretary of the Company be accepted [with effect
from…………./with immediate effect] and in place thereof, Mr. DDDD be appointed
secretary at a remuneration at the rate of RM………… per annum or under the terms and
conditions as stipulated in the letter of Appointment/Employment Contract].
CERTIFIED TRUE COPY:
…………………………………….
(Director)
…………………………………..
(Secretary)
Dated this ……..day of……….20……
42
DISERAHKAN OLEH : sila kosongkan ruangan ini
(nama, alamat dan no. pendaftaran syarikat/
perniagaan atau no.k.p bagi serahan oleh individu)
TEL :
FAK :
RUJ. KAMI :
BERKAITAN : SERAHSIMPANDOKUMEN/
PERMOHONAN
NAMA SYARIKAT :
NO. RUJUKAN :
SURUHANJAYA SYARIKAT MALAYSIA Tarikh:
TINGKAT 17, MENARA SSM
NO.7 JALAN STESEN SENTRAL 5,
KUALA LUMPUR SENTRAL
50623 KUALA LUMPUR
Tuan,
º( ) Bersama-sama ini disertakan dokumen/permohonan untuk pendaftaran/kelulusan mengikut
kategori berikut – ( Sila √ di tempat berkenaan)
☐ Gadaian
☐ Penerimaan
☐ Penggulungan (Winding Up)
( ) Winding-up By Court Order
( ) Winding-up By Members (Voluntary)
( ) Winding-up By Creditors (Voluntary)
( ) Strike Off (Section 308) – Statutory Declaration (SD)
( ) Cessation of Foreign Company
☐ Dokumen Am
☐ Lesen Setiausaha Syarikat
☐ Juruaudit Syarikat
☐ Lain-Lain Dokumen*
º( ) Dengan ini dikembalikan dokumen berikut setelah dipinda seperti yang dikehendaki dalam surat
tuan bertarikh ________________
Dokumen** Tarikh Dokumen “Event Date”*** Bayaran
Tandatangan:
º Sila √ di tempat berkenaan.
* Sila √ di tempat berkaitan dan nyatakan butirannya seperti dalam Jadual A atau B.
** Sekiranya bukan borang ditetapkan (not prescribe form) sila nyatakan butiran dokumen tersebut.
*** Nyatakan tarikh peristiwa seperti tarikh pelantikan, pemecatan, perubahan, resolusi dll
43
FORM 49
Companies Act, 1965
Section 141(6)
Company No.
RETURN GIVING PARTICULARS IN REGISTER OF DIRECTORS, MANAGERS AND SECRETARIES AND CHANGES OF PARTICULARS
……………………………… (name of company)
DIRECTORS*
Nature of
Business Particulars of Appointment Identity Card
Nationality/ Date of Occupation other for Change of No./Passport
Full Name Race Birth Residential Address (if any) Directorships Relevant Date No.
44
Company No. Nationality / Residential Other Nature of Identity Card
Race Address Occupation Appointment for No./Passport
Office in Company Full Name
Managers……… (if any) Change of No.
Relevant Date
Secretaries
asfsfsf dg fhfh fhfh Resigned on ggj
3/11/11
fhgdghdgh jdfhdfh fhfghf gjgj Appointed w.e.f fhfgh
3/11/11
Dated this…………..of………., 200……….. Usually sign by the company secretary. And can be signed
by the new name company secretary
…………….………………………………………………...
Signature of @ Directors / @ Secretaries
Lodged By: (Name of contact person and company who lodged this document)
(Address of contact person or company who lodged this document)
(Tel No. and Fax No.)
(Email address)
45
FORM 44
Companies Act, 1965
Section 120(1), 333(1A) & 335(1)(d)
Company No.
NOTICE OF SITUATION OF REGISTERED OFFICE
AND OF OFFICE HOURS AND PARTICULARS OF CHANGES
…………………………..…. (name of company)
To the Registrar of Companies,
……………………………………… hereby gives notice that:
* as from the date of incorporation the registered office of the company in
Malaysia has been situated at …………………….…………..
* as from the….. day of ………, 20………the registered office of the company in
Malaysia has been situated at ……………………..
* as from the…day of ….….. , 20……..the situation of the registered office of the
company has been changed from ……………..….. to …………………….
as from the……..….day of…………., 20………the days and hours during which that
office is open and accessible to the public have been as follows:
Dated this……….. day of …………., 20………..
Lodged By: ………………………………
Secretary/Director
(Name of contact person and company who lodged this document)
(Address of contact person or company who lodged this document)
(Tel No. and Fax No.)
(Email address
46