Incorporation Of Company : Step 3
Certificate Of Incorporation
After you have lodged the incorporation documents (See Incorporation Of Company: Step 1 and Incorporation Of Company: Step 2 if you missed the earlier articles), the Registrar of Companies will review the documents and determine whether everything is in order or otherwise. If everything is in order, he will proceed to register the proposed company and issue Certificate of Incorporation.
The Certificate of Incorporation is what gives the company its legal personality (Also see Company’s Legal Personality). Section 16(5) of the Companies Act 1965 provides that a company will become a corporate body having an independent legal entity upon the issuance of the Certificate of Incorporation. Section 361 of the Act further states that the Certificate of Incorporation is conclusive evidence that all statutory requirements in respect of incorporation of the company has been complied with.
Unlike the Business Registration Certificate issued to sole proprietorship enterprise or conventional partnership, the laws does not required the company to display its Certificate of Incorporation at its registered office or the business address of the company. However, it must still be produced in various circumstances during the operation of the company, such as the opening of bank account or various legal transactions.
A duplicate copy of the Certificate of Incorporation can be acquired by making an application to the Registrar of Companies. Certificate of Incorporation normally contain the following information about the company:-
a) The company number;
b) The name of the company;
c) The date of incorporation;
d) The type of the company; public or private and whether limited by shares or by guarantee or an unlimited company (Also see Incorporation – Various Types Of Companies).
Post-Incorporation Documents
The company is then required to lodge the following returns with the Registrar of Companies within a month from the date of the issuance of the Certificate of Incorporation:-
a) Form 49
b) Form 44
c) Form 24
Form 49 is the return giving particulars in register of directors, managers and secretaries. Basically, it is to serve as a record as to who are the current directors, managers and secretaries of companies. If a company changed its directors or secretaries, it must then lodge another Form 49 containing the details of the new officers appointed to the position.
Form 44 is the notice of situation of registered office. In layman’s parlance, the registered office is what is known as the official address of the company. Under the Act, the company is statutorily obligated to set up its registered address within 14 days from the date of incorporation or on the date of commencement of business, whichever is earlier. Form 44 however must be lodged within 1 month from the date of incorporation.
Form 24 is the return of allotment of shares. Form 24 contain the details of the members or shareholders, as the case may be, and their interest in the company such as how much shares they are holding in the company or the limit of their guarantee in the case of company limited by guarantee.
All of the returns shall be kept by the Registrar as a record which shall then be compiled as a company profile. The public can then access the company’s profile by conducting a search the on the company with the Suruhanjaya Syarikat Malaysia (SSM). This will enable the public to obtain the current information of the company as recorded by the Commission.