Professional Documents
Culture Documents
OCT 2009
APR 2009
QUESTION 3
a) Her choice of the company's name pursuant to Section 22(1) and
Section341(1) of the Companies Act 1965.
Pursuant to Section 22(1) and Section 341(1) of the Companies Act, the
minister has directed the CCM not to accept the following names for
registration as the name of any company or a foreign company unless
prior approval of the Minister is obtained.
Name suggestion connection with a member of the royal family or royal patronage including names containing such
words as "royal", "king", "queen", "prince","princess","crown","regent","imperial"
Name suggesting connection with a state or federal government department,statutory body, authority or
government agency or any municipality or other local authority including names containing such words as
"Federal", "state","National"
Name suggesting connection with any Asean, Commonwealth, or foreign government or with the United Nation or
with any other international organization or cartel including names containing such words as "ASEAN", "UNESCO",
"NATO", "EEC", "OPAC"
Names suggesting connection with any political party,society, trade union, co-operative society or building society.
Names including the following words or any words of like "import" "bank", "banker" , "Banking", "Bumiputra" ,
"bureau", "chamber of commerce and industry"
Names including a registered trade mark, unless the consent of the owner
of the trade mark is produced to the registrar of companies
Name that are misleading as to the identity, nature, objects or purpose of
a company or in any other manner
Names that are blasphemous or likely to be offensive to members of the
public
Names that similar to existing company
b) PROCEDURE FOR
INCORPORATION
Name search
Once satisfied CCM will issued form 9 - Certificate of Incorporation for private company. Since this is a private company, it
may commence business and exercise borrowing power immediately upon the issuance of the Certificate of Incorporation
Within 1 month file Post incorporation document with CCM. Post incorporation document consist of;
OCT 2010
of members
register of directors, secretaries, managers and auditors
register of debenture holders
register of director shareholdings, debenture and interest
register of substantial shareholder
register of charges
minutes book
books of account
QUESTION 2
a) State any six [6] of the agenda items appropriate for
the first board meeting of SSD Bhd.
1. To adopt the Certificate of Incorporation and the
Memorandum and Articles of Association.
2. To adopt the Companys common seal
3. To appoint the Chairman of the Board
4. To rectify the appointment of the first two directors
5. To appoint the Company Secretary
6. To fix the situation of the registered office.
search
File Form 13A - Availability of name search
Pay RM30 per name for searching fees
One approved, the name will reserved for 3 months
Prepare Pre-incorporation document. Pre-incorporation document consist of
The
The
Chairman of the meeting took the chair. The chairman extended a warm and hearty welcome to
shareholders present at the statutory meeting of the company.
The chairman after confirming that the requisite quorum as present called the meeting to order.
Statutory Report
The Chairman then requested company secretary to read the Statutory Report. The Statutory was
then read out by company secretary.
Agenda;
The meeting then took up for consideration the item on the agenda
Item No 1; Adoption of Statutory Report
The Chairman, then, proposed the following resolution. This was seconded by Mr Woo, a member.
RESOLVED THAT the copy of the statutory report as annexed with the notice and duly certified by
the directors and auditors of the company as required under the Companies Act 1965 be and is
hereby approved.
FURTHER RESOLVED THAT, Miss Norazaileila, Company Secretary, or Mrs Woo, Director be and are
hereby severally authorised to filed the Statutory Report with the Registrar of Companies.
The Chairman put the motion to vote on a show of hands and declared the same carried.
With the agenda being transacted, the Chairman thanked the members to making it convenient
to attend that meeting.
Termination
Thereafter the Chairman declared the meeting as concluded.
CONFIRMED CORRECT
Mr Abu
Chairman of the board
APRIL 2010
of members
register of directors, secretaries, managers and auditors
register of debenture holders
register of director shareholdings, debenture and
interest
register of substantial shareholder
register of charges
minutes book
books of account
QUESTION 3
The procedures and documentation required to register a branch of the foreign company in Malaysia
are:
Name search and reservation (Form 13A) to be lodged with the CCM for approval to use the name
register the foreign company. Fee RM30. The form must be accompanied by a copy of the certificate
of incorporation or registration of the foreign company and a confirmation that the foreign company
is within the meaning of Section 4 of the Companies Act 1965 as a foreign company
Within the reservation period 3 months, lodge with the CCM the following documents for registration:
The
CCM upon receipt of the registration documents and payment of fees shall issue a Certificate of
Registration of Foreign Company Form 83 which shall be conclusive evidence that the registration
have been complied with
Within a month after it establishes a place of business or commencement to carry on business within
Malaysia, the company must lodged with the CCM Form 44 Notice of situation of Registered Office.
JUNE 2011
1)
2)
3)
4)
5)
6)
7)
8)
Register of members
Register of directors, secretaries, managers and auditors
Register of debenture holders
Register of directors shareholdings, debenture and interest
Register of substantial shareholder
Register of charges
Minutes books
Books of account
Pre-
incorporation document
2) The declaration to be made by the director : Statutory Declaration by a person before appointment as
director or by a promoter before Incorporation of the
company
At least 2 promoter as 1st directors
Declaration : - He is not undischarged bankrupt
- He consent to act as a director of the company
- He has not convicted with the following offence :
i. Connection with the promotion, formation or mgt of
the co.
QUESTION 5
b . DESCRIBE THE PROCEDURE TO TRANSFER OF SHARES IN A PUBLIC LISTED
COMPANY .
Need to open trading account with issuing house or CDS account with ADA
A transaction start when order given by the client to his remisier to buy or
se;; a specified number of shares of a co. at a specified price
The order will key-in in WINSCORE terminal at the stockbroking firm and then
relayed through Bursa Malaysia Central computer if confirmed routed back
to the broking co.
The order than match automatically with the system price determined by
market sold at highest price, purchase at lowest price
Once the order matched confirmation printed out at the broker office
providing detail such as original order no. stock no., price and quantity
matched and the counter-party broking co. the remisier with confirm with
the client about the purchase and sell
The broking house will then send out contract notes to the client giving
details about the transaction
The buying client will be informed that shares had been transfer to CDS
account, however cannot trade the shares until the payment settled
JAN 2012
1.
QUESTION 1
a) GSL seeks your clarification on the definition of a foreign
company as provided by the Companies Act 1965.
Cessation
of agent
FORM 82 notice by foreign to ceased the
agent
FORM 81 notice by agent to ceased from
becoming agent
Ceased to be agent within 21 days after
the date of notice of
If the company already appoint new agent
JUNE 2012
1.
Aminah Sdn Bhd and Success Bhd have just been awarded the Certificate
of
Incorporation by the Companies-Commission of Malaysia (CCM). What is a
Certificate of Incorporation and when can the two companies commence
their business? Briefly explain
.
Company Birth certificate
Company a corporate body having an
independent legal entity
Will be issued if CCM satisfied that:
i)
1.
2.
3.
4.
5.
6.
7.
8.
QUESTION 3
a) Outline the conversion procedure is
STEP 1
The directors shall instruct the secretary to call for GM to pass a special resolution on:
STEP 4
If there is a provision for directors share qualification each director
must complete either
FORM 11
FORM 18
Any four Aspect required are :i- Profit test- Profit after tax at least RM6 million for
the most recent full financial year
ii- Market Capitalization Test-a total market
capitalization of at least RM500 million upon listing
iii-IPO price- minimum RM 0.50 each
iv-Bumiputera Equity Requirement-Allocation of 50%
of the public spread requirement to Bumiputera
investor on best effort basis
JANUARI 2013
1.
QUESTION 1
a) The choice of companys name as Agro Tourism Farming Sdn
Bhd, pursuant to sec.22(1) and sec.342(1) of the company act
1965 is not similar or identical to an existing company name
unless consent of that company had been obtain
Not a trade mark or patent of any product unless with a
consent of the owner
Is not in conflict with objects of the proposed company
Undesirable name likely to be offensive to the public
Not the names which the Minister has directed the CCM not to
accept for registration
Connection with
Connection with
Connection with
NATO, OPEC
Connection with
Once satisfied CCM will issued form 9 - Certificate of Incorporation for private
company. Since this is a private company, it may commence business and
exercise borrowing power immediately upon the issuance of the Certificate of
Incorporation
Within 1 month file Post incorporation document with CCM. Post
incorporation document consist of;
PUBLIC ISSUE
- Direct allotment where the shares are issued
and allotted directly to members of public who
has subscribed for the shares
OFFER FOR SALES
- When to co. seeks to go public offer share
hold by shareholders to be purchase by
member of public
- Share place in issuing house offer for sales to
the public
RIGHT ISSUES
- Offer to existing members
JUNE 2013