The Companies Commission of Malaysia (Suruhanjaya Syarikat Malaysia or SSM in Malaysia) is a statutory body which regulates companies and businesses. SSM, which came into operation on 16 April 2002, is a statutory body formed as a result of a merger between the Registrar of Companies (ROC) and the Registrar of Businesses (ROB) in Malaysia.
The main activity of SSM Malaysia is to serve as an agency to incorporate companies and register businesses as well as to provide company and business information to the public.
As the leading authority for the improvement of corporate governance, SSM fulfils its function to ensure compliance with business registration and corporate legislation through comprehensive enforcement and monitoring activities to sustain positive developments in the corporate and business sectors of the Nation.
SSM online (ssm e-info) is offering the public to purchase the financial information and profiles of all companies that registered with SSM Malaysia.
Sole Proprietor & Partnership
Starting a Sole Proprietorship/Partnership
What is Sole Proprietorship? Starting A Business Under Sole Proprietorship
A sole proprietorship, also known as sole trader, is a form of business operated by one individual.
What is Sole Proprietorship Starting A Business Under Sole Proprietorship
Sole Proprietorship is the most traditional form of business. It offers nearly NO protection to the owner of the business but yet is the easiest & cheapest to set up.
Once you have set up a sole proprietorship to run your business, you are personally responsible for all the profits and losses your business incurs.
In the situation where your business fails and liabilities remained unsettled, any of your personal assets will be risked to be taken to settle all liabilities incurred by your business.
From Small to Big
On the positive side, a sole proprietorship is the easiest form of business to set up.
Many big companies are also started from small businesses, such as Genting, YTL, IOI, etc.
You may transform your business into private limited company (Sdn Bhd) in the later time after generating stable income and recording higher business revenue.
A sole proprietorship, or simply a proprietorship, is owned and run by one natural person and in which there is no legal distinction between the owner and the business.
If the owner is hit by any unwilling tragedy and suffering death, the business will be ended and closed.
Loans and Options
Generally, small businesses are mostly funded by personal savings or borrowings from friends and relatives.
Sole proprietor may also able to obtain finance supports or cash investment by inviting partnership from others. The sole proprietorship will be transformed into partnership after introducing new partner into the business.
Small traders in Malaysia can also apply small loans or grants from the relevant Government Departments in financing the business operations.
Before you, as a sole proprietor, apply for a business loan from any party, it is important to maintain a good credit records with all banks and merchants, including credit cards and existing personal car or house loans.
Incorperation of a company in Malaysia
The two types of companies that can be incorporated under the Companies Act 1965 (CA 65) are:
- A company limited by shares
- An unlimited company
1. COMPANY LIMITED BY SHARES
A company having a share capital may be incorporated as a private company (identified through the words ‘Sendirian Berhad’ or ‘Sdn. Bhd.’ appearing together with the company’s name) or public company ‘Berhad’ or ‘Bhd’ appearing together with the company’s name).
The requirements to form a company are:
(i) A minimum of two subscribers to the shares of the company (Section 14 CA);
(ii) A minimum of two directors (Section 122); and
(iii) A company secretary who can be either :
1. An individual who is a member of a professional body prescribes by the Minister of Domestic Trade Cooperative and Consumerism; or
2. An individual licensed by the Companies Commission of Malaysia (SSM)
Both the director and company secretary shall have their principal or only place or residence within Malaysia.
1.Application of Name Search
A name search must be conducted to determine whether the proposed name of the company is available. Refer to Government Gazette No. 716 dated 30 January 1997, Gazette (Amendment) dated 11 October 2001, Guidelines For Naming A Company and Guidelines For Application Of A Company Name. The steps involved are:
(i) Completion and submission of Form 13A CA (Request For Availability Of Name) to SSM; and
(ii) Payment of a RM30.00 fee for each name applied.
Where the proposed company’s name is approved by SSM, it shall be reserved for three months from the date of approval.
2.Lodgement of Incorporation Documents
Incorporation Documents (as further explained in Part B below) must be submitted to SSM within 3 month from the date of approval of the company’s name by SSM, failure of which a fresh application for a name search must be done. (Steps (i) and (ii) above shall have to be repeated).
B.INCORPORATION DOCUMENTS TO BE LODGED WITH SSM
1.Memorandum and Article of Association
An original of the Memorandum and Article of association shall each be stamped at RM100.00. Stamps are affixed at the Inland Revenue Board’s stamp office.
1.The first directors and secretaries shall be named in the Memorandum and Article of Association.
2.The subscribers to the company’s shares shall sign the Memorandum and Articles of Association in front of a witness.
3.Table A of the Fourth Schedule in the CA can be adopted as the Article of Association of the company (Section 30 CA).
*NOTE: For incorporation of a private company, the articles of association shall contain the following stipulations.
(i) Restriction on the right to transfer the company’s shares;
(ii) Limitation on the number of members to not exceed fifty;
(iii) Prohibition to any invitation to the public to subscribe the shares/debentures of the company; and
(iv) Prohibition on public invitation to deposit money with the company.
2.Form 48A (Statuary Declaration By A Director Or Promoter Before Appointment)
The director or promoter declares under oath that:
1.He/She is not a bankrupt; and
2.He/She has not been convicted and imprisoned for any prescribed offences.
3.Form 6 (Declaration of Compliance)
This declaration states that all the requirements of the CA have been complied with. It must be signed by the company secretary who handles the registration and is named in the Memorandum and Articles of Association.
1.Original copy of Form 13A.
2.A copy of the letter from SSM approving the name of the company.
3.A copy of the identity card of each director and company secretary.
Each application for the incorporation of a company shall be accompanied with payment as per the schedule following:
|AUTHORISED SHARE CAPITAL (RM)||FEES (RM)|
|Up to 400,000||1,000|
|400,001 – 500,000||3,000|
|500,001 – 1 million||5,000|
|1,000,001 – 5 million||8,000|
|5,000,001 – 10 million||10,000|
|10,000,001 – 25 million||20,000|
|25,000,001 – 50 million||40,000|
|50,000,001 – 100 million||50,000|
|100,000,001 and above||70,000|
D.CERTIFICATE OF CORPORATION
A Certificate of Incorporation will be issued by SSM upon compliance with the incorporation procedures and submission of the duly completed Incorporation Documents
The procedures and Incorporation Documents for the incorporation of an unlimited company is the same as company limited by shares. The only difference is that for an unlimited company, the liability of its members must be stated in the Memorandum of Association as unlimited.
The Products and services currently available under SSM e-Info Services are as follows:
- Company Profile (ROC)
Company Profile Information include company name, company registration number and check digit, previous name and date of change, total authorized and total issued, directors, managers, shareholders, officers, company charges and summary of the latest financial information.
- Business Profile (ROB)
Business profile information include business name, registration number, type of business and detail of owner and partners, business address, date of commencement, and expiry date of current registration.
- Company Charges
Company Charges have detailed information about registered charges for a particular company including details of assets/properties charges which are not contained in the Company profile information.
- Financial Comparisons
Financial Comparison is an extraction of information from two (2) most recent audited balance sheets and profits & loss account of a particular company.
- e-Info Image
e-Info Images are prescribed forms under the Companies Regulations 1966, used for specific purposes in relation to relevant requirements under The Companies Act 1965. SSM e-Info allows for purchase Images of registered document in Tagged Image File Format (TIFF).
- Business Termination Letter
Business Termination Letter is a certification from SSM, which certifies that the registered Business had ceased to operate on a specific date.
- Company Watch
SSM e-Info Company Watch allows anyone with an interest in any company to keep an eye of changes made to the selected company which act as a very useful alert mechanism to competitors, customers, borrowers, suppliers, business partners, potential investors and also to financial institutions.
- Status of Application to Strike-off a Company Name under S308 of Companies Act 1965
4.SSM Annual Report
Acts & Regulations
SSM Malaysia is responsible for the administration and enforcement of the following legislation:
- Companies Act 1965(Act 125);
- Registration of Businesses Act 1956 (Act 197);
- Trust Companies Act 1949 (Act 100);
- Kootu Funds (Prohibition) Act 1971 (Act 28);
- Any subsidiary legislation made under the Acts such as:
i. Companies Regulations 1966; and
ii. Registration of Businesses Rules 1957