I. Malaysia’s business registration agency
Companies Commission of Malaysia (CCM) is an agency under the management of Ministry of Domestic Trade, Co-operatives and Consumerism, implementing the governmental managing function in business registration. The CCM came into operation on 16 April 2002 as a result of merging the Registrar of Companies (ROC) and the Registrar of Businesses (ROB) of Malaysia.
The Companies Commission of Malaysia serves as an agency to incorporate and register for enterprises as well as to provide enterprise and business information to the public. With its functions and mandates, the CCM ensures compliance with business registration and corporate legislation through comprehensive enforcement and monitoring activities so as to sustain positive developments in the business sectors in Malaysia.
1. Function:
To ensure that the provisions of the laws are administered, enforced, carried out and complied with;
To act as agent of the Government and provide services in administering, collecting and enforcing payment of prescribed fees or any other charges under the laws administered;
To regulate matters relating to corporations, companies and businesses in relation to laws administrated;
To encourage and promote proper conduct amongs directors, secretaries, managers and other officers of a corporation, self-regulated corporations, companies, businesses, industry groups and professional bodies in the corporate sector in order to ensure that all corporate and business activities are conducted in accordance with established norms of good corporate governance;
To enhance and promote the supply of corporate information under the laws, to create and develop a database, through which any corporate information received by the Companies Commission may be analysed and supplied to the public;
To carry out research on any matter relating to corporate and business activities;
To advise the Minister on matters relating to corporate and business activities in areas under State management;
To carry out other related activities as may be directed by the Minister.
2. Organization structure:
The Companies Commission of Malaysia isled by the Board Member, including 01 Chief Executive Officer directly manage the operations of the CCM, 02 Deputy Chief Executive Officers in charge of operations and services and 01 Compliance Senior Director. Specific responsibilities are as below:
- Deputy Chief Executive Officer of Operations is in charge of managing such divisions as Registration Services Division, Marketing and Business Development Division, Corporate Development and Policy Division, Branch Operations Section.
- Deputy Chief Executive Officer of Services takes full responsibility for Corporate Resources Division, Information and Communications Technology Division,Training Academy for Companies Commissions of Malaysia and Public Affairs Section.
- Compliance Senior Director takes responsibility for Legal Services Division, Compliance Division, Investigation Division, Complaints Section
3. Business Registration Mobile Counter (BRMC)
Business Registration Mobile Counter is one of CCM initiatives to reach out to the business community. The BRMCs are located outside the CCM’s headquarters, in the areawhere business activities happen such as the local council offices, markets, supermarkets... The initiative has provided the business community in Malaysia with an alternative and convenient access to business registration services performed by CCM. BRMCs approve on the spot to business registration and amendment.
The BRMCs is also an effective channel to raise awareness in the business community about the necessity and benefits of business registration. Officials at BRMCare responsible for explaining the legal obligations relating to the enterprises’ operation.
4. Portal MyCoID
Company incorporation in CCM and registration with the government’s authorities can be made simultaneously via the electronic MyCoID Portal. MyCoID is a portal developed with the aim to facilitating business start-up in Malaysia. It is in connection with 5 agencies: Inland Revenue Board- IRBM, Employment Provident Fund- EPF, Social Security Organization- SOCSO, Human Resources Development Fund-HRDF, Small and Medium Enterprises Corporation - SME Corp in order to share the data on business registration and post-registration amongst themselves.
Company ID (MyCoID) is enterprise code used as a single ID of reference for registration and transaction purposes with other relevant Government agencies. With MyCoID, people can use a single number derived from the incorporation number assigned by the Companies Commission of Malaysia (SSM) for registration, reference and transaction purposes with participating government agencies. This breakthrough initiative enables an enterprise to start up business within one day.
II. Company management regulations after business registration
1. Regulations on the Annual Return report
Section 165 (Company Act 1965) regulates all limited companies have to submit their Annual Return reports within one month of annual general meeting held. The Annual Return report includes:
(i) A copy of the latest audited financial statements including balance sheet, income statement certified by the director, manager or secretary of the company (including all the necessary documents); and
(ii) A certified copy of audit report.
In cases where an exempt private company has the ability to pay debts, financial statements can be replaced by a certificate signed by the director, company secretary and auditor, stating clearly that:
(i) The company is exempted from tax;
(ii) The financial statements comply with the Company Act, was launched in the Annual General Meeting; and
(iii) The company has the ability to pay loans before due date, at the time when income statement published.
Certificate of the tax exemption shall be in Bahasa Malaysia or English. Where the certificate written in other languages, it has to be translated into Bahasa Malaysia or English.
The fee for lodging an annual return:
- For public companies - RM 350
- For any other company - RM150
2. Regulations on the Financial Statements
Section 167 (Company Act 1965) says that the company and its directors, managers have to lodge the income statement and balance sheet due date, and ensure accuracy. These reports have to be consistent with the approved accounting standards.
Section 169 (Company Act 1965) regulates that these reports have to be submitted at the Annual General Meeting. The first report of the company has to be lodged within 18 months after the date of incorporation. Then, the reports have to be made annually, separated by a period not exceeding 15 months. They have to be submitted within a period not exceeding six months from the date of the most recent reports prior to the Annual General Meeting.
The report includes:
- Income statement;
- Balance Sheet;
- Report of the Director;
- The report of the auditors;
- The gloss; and
- Report of the groups (if any).
The audit reports have to be certified by Director or manager or secretary of the company for the accuracy of such documents. They have to be made in Bahasa Malaysia or English. If they are in other languages, they will be translated into Bahasa Malaysia or English.
3. Notification of changes in director, manager and secretary or change their personal information
Clause 6, Section 167 (Company Act 1965) regulates that within one month after incorporation, the company shall lodge with the Registrar the detailed declaration of directors, managers and secretaries. A statement detailing the change of Company leaders have to be lodged to the CCM within one month of any change.
4. Notification of changes in registered office of company
According to Section 119 (Company Act 1965), a company shall, as from the day on which it begins to carry on business or as from the fourteenth day after the date of its incorporation, whichever is the earlier, have a registered office within Malaysia to which all communications and notices may be addressed. A notice of the situation of registered office and working time, as well as a detail inventory of changes has to be lodged to the CCM within a month from the date of registration or amendment date.
III. The online services of the CCM
The online services of the CCM were introduced to replace the on-site services in CCM aims to submit documents and purchase companies and businesses information, including E-Lodgement and E-info. Users of the online service of the CCM can access from anywhere and pay by credit card, direct debit or prepaid account.
1. E-Lodgement service
E-Lodgement is a utility provided by CCM, enabling an enterprise to do the document lodgement electronically. This service is the result of collaboration between CCM and Malaysian Administrative Modernization the Management Planning Unit - MAMPU. This system uses public services portal of the Government of Malaysia (PSP) via http://www.gov.my.
User of this service must be a subscriber by paying fees and comply with the terms and conditions of the registration office. Only subscribers can lodge online to the CCM.
Currently, the available services in the online lodgement system include forms of checking the availability of a company name, applications for incorporation, providing or changing enterprise’s information after incorporation, and changing enterprises’ licenses, etc.
2. E-info service
CCM’s Electronic information service allows the purchase of company and business information by accessing www.ssm.com.my or http://www.ssm-einfo.com.my. Introduced in July 2006, electronic information services have been developed to fit the requirements of the parties concerned.
Electronic information service provides following types of information: information about enterprise and business (registered address, date of registration, nature of business); equity share capital; list of business owners or members, company directors; financial statements; income statement; information about the branches (if any), ...
3. E-info Mobile service
CCM’s e-info mobile service is way to search and purchase enterprises’ business information. There are 3 options:
- Short message service (SMS)
- Wireless Application Protocol (WAP): enables users having electronic accounts to access on the mobile phone that is WAP-enabled. Purchased information will be displayed in mobile devices in text format, and PDF files will be sent to your registered email within 30 minutes.
The integrated services via WAP include:
+ Search enterprise name
+ Search enterprise ID
+ Purchase the enterprise information
- Unstructured Supplementary Service Data (USSD), including:
(i) Search enterprise name and ID:
Users can request for the enterprise information by entering the enterprise ID to get the name and registration number of that enterprise.
(ii) Purchase the enterprise information: Users can purchase the enterprise information through USSD service. Fees will be deducted from the electronic account of the buyer. After completing the process, the user is provided an option to preview the selected information. This information (as PDF) will be sent to the email address registered of the service user.
4. Company profile service
Company profile is a product that can be customized based on specific requirements. Company profile contains information as requested in the database of companies registered with CCM.
5. Supply finance statements service
The purpose of this is to provide public with a summary of the company's finance statements (including balance sheet and income statement) in a two-year financial period.
6. Statistics Service
Statistics Service contains the listing of all Malaysia Incorporated companies categorized by specific criteria.
7. E-Info Images service
This service is used for specific purposes related to request under provisions of The Companies Act, 1965. It allows user to buy lodged data document in form of images (or Image on e-Info) (TIFF).
References
- Website Company Commission of Malaysia (http://www.ssm.com.my/en)
- Annual report of the Company Commission of Malaysia
- The Companies Act 1965, amended in 2007
Vo Huy Hung
(Source: ABR)