After Incorporation of a company, what's NEXT? What does Companies Act says?

MAINTENANCE OF A LOCAL COMPANY

Generally, a local company is required to:

1. Convene an annual general meeting (AGM) yearly;
2. Lodge the annual return and audited accounts yearly;
3. Lodge statutory documents when there are changes in the   registered particulars [Form 49- Return Giving Particulars in Register of Directors, Managers and Secretaries and Changes of Particulars], registered office [Form 44 - Notice of Situation of Registered Office and Office Hours and Particulars of Changes] or matter relating to share capital of the company [Form 24 - Return of Allotment of Shares], and
4. Lodge various other statutory documents that need to be notified or registered with SSM (e.g. Form 11 (Notice of Resolution), Form 25 (Statement Containing Particulars of Shares Allotted Otherwise Than For Cash), Form 27 (Notice of Redemption of Redeemable Preference Shares), Form 28 (Notice of Increase in Share Capital) etc).

AGM

Section 143 (1) of the CA requires a company to hold its first AGM within 18 months of its incorporation. The subsequent AGM must be held once in every calendar year and not more than 15 months after the holding of the last preceding AGM. If the company holds its first AGM within 18 months after the date of its incorporation, the company need not hold an AGM for the year of incorporation or the following year.

Annual Returns

Section 165 of the CA requires all companies to lodge the annual return within one (1) month of the AGM. The annual return of a company shall be in accordance with the Eighth Schedule of the CA. The annual return must include:

1. a copy of the last audited accounts comprising the balance sheet and profit and loss accounts certified by a director, manager or secretary of the company (including every document required to be attached thereto); and
2. a certified copy of the auditor’s report.

For an exempt private company which is solvent, the attachment of the audited accounts may be substituted by a certificate signed by a director, a company secretary and auditor stating that:

1. the company is an exempt private company;
2. the audited accounts in compliance with the provisions of the CA, has been tabled in the company’s AGM; and
3. the company is able to meet it liabilities as and when they fall due as at the date of the audited profit and loss account.

The certificate must either be in Bahasa Malaysia or English and if it is in any other languages, the translation in Bahasa Malaysia or English must be provided.

* NOTE:
An exempt private company is a private company having not more than 20 members, none of whom are corporations having direct or indirect interest in its shares.

The lodgement fee for an annual return is as follows:

• a public company - RM350.00.
• any other company - RM150.00.

Accounts

Section 167 of the CA requires every company and the directors and managers thereof to keep such accounting and other records that would enable true and fair profit and loss accounts and balance sheets to be prepared from time to time. These accounts must be prepared in accordance with the approved accounting standards.

As required under section 169 of the CA, these accounts must be tabled at the AGM. For the company’s first accounts, it must be laid within 18 months after its incorporation. Subsequent accounts must be tabled in every calendar year at an interval of not more than 15 months. The accounts must be made up for the period since the preceding account to a date of not more than six (6) months before the date of the AGM.

The accounts shall include:

• a profit and loss account;
• a balance sheet;
• a directors’ report;
• an auditors’ report;
• accompanying notes and statements to the accounts; and
• group accounts (if applicable).

The audited accounts must be certified by a director or a manager or a company secretary to be a true copy of such documents. The audited accounts lodged must either be in Bahasa Malaysia or English.

Notice of Change of Directors, Managers and Secretaries or Changes of their Details

Section 141 (6) of the CA requires a company to, within one (1) month after it is incorporated, lodge the Return Giving Particulars in Register of Directors, Managers and Secretaries and Changes of Particulars (Form 49) containing details of its directors, managers and secretaries. Whenever there is any change in the officers of the company, details of the change must also be lodged with SSM using Form 49 within one (1) month from the date of such change.

Notice of Change of Registered Office

Section 119 of the CA requires every company to have a registered office within Malaysia to which all communications and notices may be addressed. The registered office must be established from the day the company begins to carry on business or from 14 days after the date of its incorporation, whichever is earlier. A Notice of Situation of Registered Office and Office Hours and Particulars of Change (Form 44) must be lodged with SSM within one (1) month after the date of incorporation or date of any such change.