Brief notes on the formation of company in Malaysia according to Companies Act 2016. It divided into 3 stages, before, during and after.

1. CHAPTER 2 & 3:
FORMATION OF
COMPANY
NUR HIDAYAHTUL NABIHAH BINTI MANAS
OCT 2018-FEB 2019
TUNKU ABDUL RAHMAN UNIVERSITY COLLEGE
PAHANG BRANCH CAMPUS

2. Before During After

3. BEFORE PROMOTER
•Person who form/register/set
up the company
•Duties:
•To act bona fide
•To make full disclosure to an
independent BOD
•Not to disclose confidential
information
•Not to conflict his interest
•Not to receive any secret
profit
•Remedies:
•Rescission
•Recovery of secret profit
•Damages
PRE-INCORPORATION
CONTRACT
•Section 65(1):
•A contract made by or on
behalf of the company at the
time the company has not
been formed
•Person who made it will be
personally liable
•Section 65(2):
•Company may ratified the
contract after incorporated
PROVISIONAL CONTRACT
•Section 190(5):
•Contract made by a public
company only
•Excluded public company
limited by guarantee
•Regarding share capital
before the date the company
commence its business
•Only binding after the
company commence its
business

4. DURING
SUPERFORM
•Name of company
•Section 25: Available name, Bhd/Sdn Bhd
•Section 27: Can reserve a name (30 days)
•Section 28: Can change the name (Special
resolution & notify the Registrar within 30 days)
•Section 30: Must display the registered name
•Status of company
•Nature of business
•Address of company
•Directors, members
•Shares
•Company constitution (if any)
•Section 34: a document
•Section 31, 38 & 90: Optional except for public
company (limited by guarantee, difference class
of shares)
•Section 35: Objects of company, capacity, rights
of members
•Section 36 & 37: Can amend by special
resolution or by court
REGISTRATION FEES
•Prescribed fees
•Lodgement fees
•eStamping of Constitution (if any)

5. AFTER
NOTICE OF INCORPORATION
• Upon successfully registered,
the Registrar will issue the
notice of incorporation.
• Prima facie the evidence of
company incorporation
CERTIFICATE OF
INCORPORATION
• Will be issued after the
company has made an
application and pay a
prescribed fee to Registrar.
Section 16:
Registrar has the power to refuse registration of incorporation.
Reasons-incomplete documents, unlawful purpose of business, prejudicial to public
order, morality or security of Malaysia

6. THANK YOU!
KEEP CALM AND BE YOURSELVES