Whether you are opening a business bank account or applying for a payment gateway service for your e-commerce website, you will be required to provide some statutory documents of your company. The required documents are usually given a 'code word' - F9, F13, F24, F32A, etc. that might not make sense to the general public. In fact, if your company has been incorporated after the year 2016, these document names that start with the letter 'F' are not relevant to your company as per the updates in the Companies Act 2016.
The SSM has published a detailed explanation in the introduction of the Companies Act 2016. You can check out the clarifications on the old and new statutory documents which are listed in Schedule A, B, and C together with attached sample documents. Here's a summary of some essential statutory documents of your company that you should know.
Application for Registration (Superform) - S14
Previously known as Form 24, Form 44, and Form 49.
The Application for Registration, more commonly known as the Superform, is issued right after your company has been incorporated. This document states all basic information of the company such as:
- Company name and type.
- Business nature and description.
- Particulars of directors and shareholders.
- Information of the person who submitted the incorporation application.
Please bear in mind that since this document is only issued once, the information stated will not be updated; hence, you might need to provide additional supporting documents if there are changes in the information since the date of incorporation.
Notice of Registration - S15
Did not exist previously.
Upon the approval of your company incorporation, the SSM will inform the person who submitted the company incorporation application (who is also known as the 'lodger'), whether it is yourself or your company secretary, through an email. This email is known as the Notice of Registration.
The Notice of Registration is the official notice from the SSM on successful company incorporation.
Certificate of Incorporation - S17
Previously known as Form 9.
The Certificate of Incorporation will not be issued automatically after your company is incorporated, the SSM will email you the Notice of Registration (S15) instead. However, this document is still a requirement for many organisations such as banks and financial service providers as proof of incorporation.
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 company incorporation application is submitted to declare that they have met the requirements to act as director and have given consent to the appointment.
Notification of Appointment of First Company Secretary - S58&236(2)
Was previously included in Form 49.
Notification of Appointment of First Company Secretary is only submitted once when the first company secretary is appointed within 30 days of the company incorporation. It is to confirm the appointment of the first company secretary for your company.
Lodgement of Constitution - S32
Previously known as Memorandum and Articles of Association (M&A).
The adoption of a constitution is not mandatory for Sdn Bhd since the provisions of the Companies Act 2016 and the Third Schedule can be adopted in place of the constitution. Despite this, there are still organisations that request this document to ensure that the company's, shareholders', and directors' power are documented. In such cases, you will need to explain to them that your company does not adopt a constitution.
Even though the adoption of a constitution is no longer mandatory for private limited companies, you are still advised to adopt one under certain situations to grant your company 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 changes to the shareholding of the company. It is submitted by the company secretary whenever there are changes towards the shareholding of the company. As such, there can be many S51 documents throughout the lifespan of your company.
However, if there are no changes in shareholders since the company incorporation, your company will not have this document. You can provide the Superform to show the shareholders information. On the other hand, if there are changes in shareholders, this document should be provided alongside the Superform even though only the Superform is requested.
Return for Allotment of Shares - S78
Previously known as Form 24.
S78 is issued once new shares are allotted. It states the information of the new shareholder, the type and class of share issued, and the number of shares issued with its price. After this document is submitted, 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.
Each time there are changes in managers, directors or company secretaries of the company, S58 should be submitted to the SSM. Similar to the Notification of Change in the Register of Members, your company can have many S58 documents throughout its lifespan; hence, they should be provided alongside the Superform even though only the Superform is requested.
Instrument of Transfer of Shares - S105
Previously known as Form 32A.
This is an agreement between the transferor and transferee regarding the transfer of shares in the company. It lays out the number of shares, price of the shares, and other details. Once signed, this document is stamped at the LHDN.
Once the shares have been transferred, the company secretary will submit the Notification of Change in the Register of Members (S51) to update the latest shareholding of the company.
Sample documents attached in this article have been taken from the SSM website as well as the MyDATA portal. Except for the Notification of Registration and Certificate of Incorporation that are issued by the SSM, other statutory documents should be prepared by the company secretary and submitted to the SSM. Once the SSM has accepted and approved the documents, they will be uploaded onto the MyDATA and e-Info portals. So, you can either purchase the statutory documents from those portals in the form of digitally certified true copies (CTCs) or request for them to be provided and certified by your company secretary. Since some of the statutory documents might require other supportive documents to be valid, it is best to inform your company secretary of the reasons for requesting the documents so that they can provide the complete set of statutory documents that you need.