Business Product Video [Copy]

Business Product Video [Copy]

Published on 10 October 2022
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Transcript
00:00
Ratification
00:01
There are two requirements in order for the pre-incorporation contract to bind the company. The company is first incorporated, and then after incorporation, the company ratifies the pre-incorporation contract.
00:03
The approval may be explicitly stated or inferred. According to Awang Salleh v. Rawang Hills Resort Sdn Bhd (1995), the corporation or board could expressly ratify the contract.
00:05
Instances where the business makes use of the products or services covered by the contract could potentially constitute ratification by implication (Chung Yoke Onn v. CS Khin Devp Sdn Bhd (1985)).
00:10
The firm will be obligated by and entitled to the benefits of the contract as soon as it is ratified, just as if it had been in existence at the time of the contract. If a firm breaches a contract after it has been ratified, a third party may then enforce the contract and pursue legal action against the company.
00:19
Pre-Incorporation & Incorporation Stages
00:24
A promoter must submit an application to ROC for with a business name. SSM (Suruhanjaya Syarikat Malaysia) is used to do a company name search to determine availability. If the name is still available, the promoter must proceed to reserve it on the company's behalf by submitting Form PNA 42. Name approval from SSM usually takes from 1-3 working days
00:32
PNA 42 FORM
00:37
The CA 2016 streamlines the incorporation process for businesses. A new super form for incorporation is introduced by the Act.
00:40
According to Section 15, the Registrar of Companies (ROC) will assign a registration number to the company and issue the notice of registration upon compliance with the requirements and payment of the necessary fee.
00:43
Only after receiving a request from the company and payment of the required fee may the ROC issue a certificate of incorpo- -ration. The subject of a pre-incorporation contract will then be covered.
00:48
Form A must be completed in its whole in order to file for incorporation. All required documents must be included and authenticated by a public notary in order to be notarized.
00:51
MOA, AOA, Form 6(Deceleration for Compliance), Form 48A, Form 13A original copy.
00:52
Maintenance of all the registers, files & minutes related to the company.
00:53
A company must have a registered office in Malaysia that is open to the public for at least three hours during regular business hours every day, except on Saturdays, weekly, and public holidays, and to which all communications and notices may be addressed as of the day it begins doing business or as of the 14th day after the date of its incorporation, whichever comes first.
00:60
Form 13A & 48A
01:06
Henceforth, the successful generation of Incorporation Certificate in Form 9.
01:11
Memorandum and Articles of Association & Company’s Constitution
01:12
Under the CA 1965, every company was required to have a memorandum and articles of association. Today, only a company limited by guarantee shall have a constitution; other types of company may or may not have one.
01:12
The company's constitution can modify any of those rights, powers, duties and obligations only if the Act permits it.
01:15
Nonetheless, if the company has a constitution which states the company's objects, s35(1) provides that the company shall be restricted from carrying on any business that is not within those objects.
01:17
These are important documents to be brought along with the application during registration
01:23
Re-appointment of Auditor
01:24
Under s255(3) CA 2016, the ROC may exempt certain classes of companies from appointing an auditor. The Act provides for the automatic re-appointment of an auditor for a private company. For a public company, their appointment is until the conclusion of the company's next AGM (Annual General Meeting).