Tutorial 2

SCHOOL OF ACCOUNTING (COB)
BKAL3033- COMPANY SECRETARIAL PRACTICES

SEMESTER 2 SESSION 2015/2016
GROUP F
TUTORIAL 2 INCORPORATION
PREPARED BY:
NUR ADILLA BINTI ABDUL RASHID
(225258)
PREPARED FOR:
MRS MASANITA BINTI MAT NOH
1. Explain whether a company is required to have a common seal. What are the provisions
of Table A regarding the execution of a document with the common seal?
Table A is about the regulations for management of a company limited by shares. In these
regulations, the Act means the Companies Act 1965, the seal means
the common seal of the company.
-directors shall provide for the custody of the common seal
2. What are the documents that a public company has to lodge with the CCM to obtain a
Certificate to Commence Business (Form 23)? How much is the fee payable to CCM?
The documents that public company need to lodge with the Registrar are Form 18 (Statutory
Declaration of Compliance by Company that has not issued prospectus) and Statement in
Lieu of Prospectus (Sixth Schedule) under Section 51 Companies Act 1965. The fee is
RM350.00. issue- form22
Form23 for public comp
3. State two (2) of the fiduciary duties that a promoter owes to a company.
i.
He must not make any secret profit out of the promotion of the company. Secret profit
is made by entering into a transaction on his own behalf and then selling the
concerned property to the company at a profit, without making disclosure of the profit
to the company or its members. The promoter can make profits in his dealings with
the company, provided he discloses these profits to the company and its members.
ii.
He must make full disclosure to the company of all relevant facts, including any
profit made by him in transactions with the company. In case the promoter fails to
disclose the profits, made by him in the course of promotion or he knowingly makes a
false statement in the prospectus, whereby the person relying on that statement,
makes a loss, he will be liable to make good the loss, suffered by that other person.
The promoter is liable for untrue statements, made in the prospectus.
4. State four (4) particulars contained in a private limited companys annual return.
i.
details of the directors and company secretary, if any.
ii.
details of what the private limited company does including its standard industrial
classification (SIC) codes.
iii.
a statement of capital if the company has shares.
iv.
details of shareholders, if required and depending how long since the last reported on
them.
5. Describe the circumstances when a private company may lose its status.
When a private co by accident or design, becomes in default of any of the restrictive
provisions under Section 15(1), the Court or ROC may determine that the company has
ceased to be a private company. The company:
i.
shall be a public company and shall be deemed to have been a public company from
the date specified.
ii.
shall on the specified date be deemed to have changed its name by the omission from
the name of the word Sendirian.
6. What must a company do when it wishes to change the address of its registered officecomp secretary office?
The company need to inform the Registrar about the change of address of its registered office
by fill in Form 44 to lodge to CCM which is the notice of situation of registered office and of
office hours and particulars of changes.
-change cs, then change registered office or move o another office
-meeting of BOD n pass the resolution (in msia), if oversea AGM
-fill form44
7. Define the legal implication of a companys certificate of incorporation.
A certificate of incorporation is a legal document relating to the formation of a company. It is
a license to form a corporation issued by state government. In common law legal systems, the
certificate of incorporation has less legal significance because the issue the certificate of
incorporation is conclusive evidence of the formation of a company, the issuance of the
certificate overrides any irregularities which may have occurred during the formation of the
company.
-can sued and being sued
8. Your old friend, Mat Awi and Selvam have intention to incorporate a company to sell
and distribute used cars. They suggested three names for their company:
1. Royal Bumiputera Car Sdn Bhd -cannot
2. Kereta Kebanggaan Malaysia Enterprise- cannot
3. WISE Car Trader Sdn Bhd-allowable but not capital letter for WISE
They approached you for your advice in relation to the incorporation of a company.
REQUIRED:
a) For each name suggested, give your advice based on Section 22(1) CA, 1965.
Based on the Section 22(1) Companies Act 1965, the suggested name such as Royal
Bumiputera Car Sdn Bhd is prohibited as it has the word Royal or have connection with
members of the Royal family or Royal patronage. Second and third suggested name,
Kereta Kebanggaan Malaysia Enterprise and WISE Car Trader Sdn Bhd may be
acceptable and approve by the Registrar but they need to check whether the name is
already registered or not. If not, they can use the name for incorporation.
b) Mat Awi and Selvam could not differentiate between company and enterprise.
Explain 2 differences between company and enterprise.
A company is any business that is conducted with the aim of generating profits for the
stakeholders while enterprise is a group including a corporation, business, firm, company,
or registered group, whether or not it is incorporated, that is organized to conduct
business.
The word company is normally limited to organisations whose purpose is to make
profits but enterprise have different purposes, such as community enterprises (for job
creation, environmental purposes, etc) and educational enterprises.
c) Explain to Mat Awi and Selvam the procedures for incorporation of company before
the commencement of the business.
i.
Name search and reservation
They need to search and reserve for a name which the company chose and obtain
the approval of the CCM for the use of the name. The proposed name then will be
submitted to the CCM by filing Form 13A of Company Act 1965 for approval and
reservation of the name. They need to pay fee of RM30 for each name proposed.
Application will only be valid if the CCM is satisfied and name will be registered
without contravention under Section 22(1).
ii.
Name approval letter

CCM will issue the name approval letter with and the name will be reserved for
three months.
iii.
Incorporation documents and relevant stamp duties and fees

After the company received the approval letter from CCM, they need to fill in
Form 6 (Declaration Of Compliance of Company), Form 48A (Statutory
Declaration By A Person Before Appointment As Director, Or By A Promoter
Before Incorporation Of Corporation), and also Memorandum and Article of
Association.
There is no filing fees for the incorporation documents but for
Memorandum and Article of Association the stamp duties are needed.
d) After receiving Certificate of Incorporation, there are other documents that the
company needs to lodge to CCM within a month. Briefly explain the documents.
After they received Certificate of Incorporation, the need to prepare the documents and
lodge to CCM within a month of the date. The documents include Form 49 which is
about Return Giving Particulars In Register of Directors, Managers And Secretaries And
Changes of Particulars, Form 24 is about Return of Allotment of Share and Form 44
which is about Notice of Situation of Registered Office and Of Office Hours and
Particulars of Changes.

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SCHOOL OF ACCOUNTING (COB)

BKAL3033- COMPANY SECRETARIAL PRACTICES

details of the directors and company secretary, if any.

a statement of capital if the company has shares.

Name search and reservation

Name approval letter

Incorporation documents and relevant stamp duties and fees

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