By AZIZAM AZIZAN
MASTERING SSM FORMS: A COMPRHENSIVE GUIDE FOR YOUR SDN BHD BUSINESS
In Malaysia, the Companies Act 2016 lays the foundation for the legal framework governing business entities, including Sendirian Berhad (Sdn Bhd) companies. As a crucial aspect of compliance and operation, understanding and utilizing the statutory forms provided by Suruhanjaya Syarikat Malaysia (SSM) is paramount. This article will comprehensively explore the key statutory forms prescribed by the Companies Act 2016, shedding light on their significance for Sdn Bhd companies.
Registration Application (Superform) – S14
Previously known as Form 24, Form 44, and Form 49.
The Application for Registration, often known as the Superform, is issued immediately after your business has been registered. This document contains all of the company’s essential information, such as:
Company name and kind.
The kind and description of the business.
Information about the directors and shareholders.
Information about the individual who submitted the incorporation application.
Please keep in mind that because this document is only provided once, the information stated will not be updated; hence, you may need to produce additional supporting papers if the information has changed since the date of incorporation.
Notice of Registration – Section 15
There was nothing like this before. When your request for company formation is approved, the SSM will notify the person who applied (also known as the “lodger”), whether you or your company secretary. This email is referred to as the Registration Notice. The Notice of Registration is the SSM’s formal notice of a successful business establishment.
Certificate of Incorporation – Section 17
Previously known as Form 9
When your company is registered, the SSM will email you the Notice of Registration (S15) rather than the Certificate of Incorporation. However, many organisations, such as banks and financial service providers, continue to need this certificate as proof of creation.
Declaration by Person before Appointment as Director – S201
Previously known as Form 48A.
The Declaration by Person before Appointment as Director is signed individually by all directors before the business registration application is submitted to indicate that they have satisfied the qualifications to operate as directors and have granted approval to the appointment.
Notification of Appointment of First Company Secretary – S58&236(2)
Previously included in Form 49.
When the first company secretary is appointed within 30 days of the firm’s establishment, the notification of appointment of first company secretary is only filed once. Its purpose is to ratify the appointment of your business’s first company secretary.
Lodgement of Constitution – S32
Previously known as Memorandum and Articles of Association (M&A).
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 organisations still want this document to guarantee that the power of the firm, shareholders, and directors is documented. In such circumstances, you must clarify that your firm does not have a constitution. Even while the adoption of a constitution is no longer required for private limited companies, it is nonetheless recommended in some circumstances to provide your firm
more flexibility in terms of decision making and governance.
Notification of Change in the Register of Members – S51
Was previously part of Form 24.
S51 is a document that shows the company’s ownership changes. It is presented by the company secretary if there is a change in the firm’s shareholding. As a result, there may be several S51 documents during the life of your organisation.
However, if there have been no changes in shareholders since the business’s establishment, your firm will not have this document. You can supply the Superform to show the shareholders’ information. However, if there are changes in shareholders, this document should be given along with the Superform, even if only the Superform is required.
Return for Allotment of Shares – S78
Previously known as Form 24.
S78 is issued when fresh shares are issued. It includes the new shareholder’s details, the kind and class of share issued, and the number of shares issued with the price. Following the submission of this document, the company secretary will submit the Notification of Change in the Register of Members (S51).
Notification of Change in the Register of Directors, Managers, and Secretaries – S58
Previously known as Form 49.
S58 should be submitted to the SSM if there are changes in the firm’s management, directors, or company secretaries. Similar to the Notification of Change in the Register of Members, your firm may have several S58 papers during the course of its existence; hence, they should be submitted alongside the Superform even if only the Superform is asked.
Instrument of Transfer of Shares – S105
Previously known as Form 32A.
This is an agreement between the transferor and transferee governing the transfer of business shares. It specifies the number of shares, the price of the shares, and other information. This paper is stamped at the LHDN once it has been signed. Once the shares have been transferred, the company secretary will file the Notification of Change in the Register of Members (S51) to update the firm’s current ownership.