Mastering all the different statutory forms in Malaysia is crucial to ensure your company is well-prepared for all possibilities. You will be required to present some statutory papers of your company when opening a business bank account or registering for a payment gateway service for your e-commerce website.
Our guide below covers all the statutory forms you will need to remember for your Malaysian company.
What Exactly Are Statutory Forms In Malaysia?
Statutory forms are a collection of legal documents. When no other information is available, they are typically utilized to allow a company to declare something to be true to meet a legal obligation or law.
What Are The Main Statutory Forms In Malaysia?
The main statutory forms in Malaysia are as follows.
- Application for a Registration form (Superform) – Form S14
- Notice of Registration – Form S15
- Certificate of Incorporation – Form S17
- Declaration by Person before Appointment as Director –Form S201
- Notification of Appointment of First Company Secretary – Form S58 and 236 (2)
- Lodgement of Constitution – Form S32
- Notification of Change in the Register of Members – Form S51
- Return of Allotment of Shares – Form S78
- Notification of Change in the Register of Directors, Managers, and Secretaries – Form S58
- Instrument of Transfer of Shares – Form S105
Further explanation of all the forms can be seen below.
Application for the registration form (Superform) (Form S14)
The application for registration, also known as the Superform, is issued immediately after your company is registered.
This document contains all of the company’s basic information, such as below.
- The company name and type
- The business nature and its description
- Details about the directors and stockholders
- Information of the individual who submitted the incorporation application.
Remember that the information stated will not be updated because this document is only provided once. Therefore, you may be required to supply additional supporting papers if the information has changed since the date of incorporation.
Notice of registration (Form S15)
When your company incorporation is approved, SSM will send an email to the person who filed the business incorporation application (also known as the ‘lodger’), whether it is you or your company secretary.
This email is referred to as the Registration Notice.
The notice of registration is the SSM’s formal notification of successful business incorporation.
Certificate of incorporation (Form S17)
After your business is registered, SSM will email you the notice of registration form S15, if you do require a copy of the certificate of incorporation form S17, you will have to request your company secretary to purchase it on your behalf.
Many organizations, such as banks and financial service providers, still demand this certificate as proof of formation.
Declaration by a person before appointment as Director (Form S201)
Before the business formation application is filed, all directors sign the declaration by a person before their appointment as a director to indicate that they have fulfilled the conditions to act as directors and have granted approval for the appointment.
Notification of appointment of first company secretary (Form S58 and 236 (2))
Notification of Appointment of First Company Secretary is only filed once when the first company secretary is appointed within 30 of the incorporation of the company.
Its purpose is to ratify the appointment of your company’s first company secretary.
Lodgement of the constitution (Form S32)
The adoption of a constitution is not required for Sdn Bhd since the provisions of the Companies Act 2016 and the third schedule can be used instead. Despite this, some organizations still seek this document to guarantee that the power of the company, shareholders, and directors is documented. In such circumstances, you must inform them that your company does not have a constitution.
Whilst the adoption of a constitution is no longer required for private limited companies, it is nonetheless recommended in some circumstances to provide your company greater flexibility in terms of decision-making and governance.
Notification of change in the register of members – (Form S51)
Form S51 is a document showing the company’s ownership changes. It is presented by the company secretary if there is a change in the company’s shareholding. As a result, your organization may generate a large number of form S51 papers during its existence.
If there have been no changes in shareholders since the company’s inception, your company will not have this document. You may use the Superform to display the information of the shareholders. However, if there are changes in shareholders, this document should be submitted in addition to the Superform, even if just the Superform is required.
Return for allotment of shares (Form S78)
Form S78 is issued when fresh shares are issued. It includes the new shareholder’s details, the kind and class of shares issued, and the number of shares issued with the price.
Following the submission of form S78, the Malaysia company secretary will submit the notification of the change in the register of members form S51.
Notification of change in the register of directors, managers, and secretaries (Form S58)
S58 should be filed to the SSM if there are changes in the company’s management, directors, or company secretaries.
Your company, like the Notification of Change in the Register of Members, may have multiple S58 papers during its existence; hence, they should be submitted alongside the Superform even if just the Superform is needed.
Instrument of transfer of shares (Form S105)
This is an agreement between the transferor and the transferee about the transfer of company shares. It specifies the number of shares, the price of the shares, and other information. This document is stamped at the LHDN once it has been signed.
Once the shares have been transferred, the company secretary will file a notification of the change in the register of members form S51 to reflect the company’s current ownership.
Upon approval, where can I view the approved documents for my company?
As a result, you may either acquire the statutory papers from such sites as digitally certified true copies (CTCs) or request that they be given and certified by your company secretary.
How do I ensure that my company has all the necessary forms?
Because some statutory forms may require additional supporting documents to be legitimate, it is advisable to notify your company secretary of your reasons for asking for the documents so that they may give you the whole set of statutory documents that you want.
Why was the Company Act 1965 replaced with the Company Act 2016?
The Companies Act 1965 was repealed and replaced with the current Companies Act 2016, which went into effect on January 31, 2017. Many concerns in the prior legislation were simplified as a result of the amendments.