1. Incorporate a Company Limited By Guarantee’s (CLBG)- Section 45 (1) of CA 2016 with the word Berhad work steps HC CLBG with the word Berhad Formation Checklist 29032023.pdf:
- You may propose to me the Company’s name that you need: 1st choice and 2nd choice
- At least 2 Directors’ HC Incorp Standard Client Due Diligence (CDD) Individual, Company & ROS.pdf 15022024 & shareholders’ Identification Card (front and back)
- Directors’ & shareholders’ email add and contact:  HC CLBG Lampiran A Template 05072024.pdf
- Company’s activities (recreation, promoting commerce, art & science, religion, charity, promoting pension and any activities which are useful to the community)Â
- Company’s business address if any
- Directors & shareholders shareholding
- Signing of Section 201 (Consent to become director)
- Incorporation Fees of RM 6,382.40Â
- Submission to SSM
- Awaiting approval in 7-14 working days Â
SSM Checklist CLBG Application.pdf (further reading) - HC Tax Submission Task List.form
Remarks: What is CLBG and the difference with Society HC CLBG vs Society Charateristics 01092023.pdf
A company limited by guarantee (CLBG) is a public company incorporated with the principal liability of its members limited by the constitution to the amount which the members have undertaken to contribute to the assets of the company. A CLBG may only hold any land or property if it is issued with a license by the Ministry of Domestic Trade, Cooperatives and Consumerism (Minister).
= Done
= Pending Â
2. Application to omit the word “Berhad” or the abbreviation “Bhd.”- Section 45 (3) CA 2016:
a. A CLBG (with Berhad) is required to submit the following information and supporting documents(s):
- The objective and justification for omitting the word “Berhad” or “Bhd.” HC Berhad to CLBG (omiting the word Berhad) Formation Checklist 19062023.pdf;
- The comments on the financial position at least for the last three (3) years and the latest financial statements for the period of three (3) years, audited and presented at the Annual General Meeting, if applicable;
- The biodata of the members of the board of Directors;
- The list of the members of the company and information as in the Register of Members;
- Activities that have been implemented within three (3) years, if applicable;
- A copy of the constitution made available;
- The draft constitution on the amendments to omit the word “Berhad” or “Bhd.” ;
- The resolution of members on the omission of the word “Berhad” or “Bhd.” and the approval for the related amendments of the constitution.
b. The Minister may impose terms and conditions as he thinks fit in approving the application including the amount of fund to be raised by the CLBG:
A new provision is introduced in the 2021 Guidelines to prohibit a CLBG from paying any fees, salaries and fixed allowances to appointed Directors that relate to prior financial years unless:Â
3. Omitting the word “Berhad” or “BHD.” at the end of the existing CLBG under Section 45(3) CA 2016 (pre-requisite):
a. The application to omit the word “Berhad” or “Bhd” is for a CLBG which had been incorporated for a period of three (3) years.
b. The basis to support the approval of omitting the word “Berhad” or “Bhd” is that the CLBG must have a fund amounting to RM 1 million cash in within 6 months from the incorporation date be it individual or Company.
c. A CLBG with the word “Berhad” or “Bhd” could omit the said word subject to the approval of the Minister and the terms and conditions of license as provided
d. A license under section 45(3)- Checklist 5 or (4) CA 2016 and the terms and conditions of license under the Regulations made is issued once the application obtains the approval of the Minister.
e. Upgrading from Berhad to Yayasan’s Checklist HC CLBG to Foundation-Yayasan Formation Checklist 29032023.pdf and for the upgrading process, we will quote upon we are done with assessing.
4. CLBG is free to open any current bank accounts which is convenience.
5. Registering a Non Profit Organization (NPO):
a. For NPO, the requirements are slightly different in that the minimum number of members is 7. Additionally, at least two thirds of the directors must be Malaysian citizens or residents.
b. Yes, foreigners can register a non-profit organization in Malaysia. However, they must first incorporate a company under the Companies Act 2016. Once their company is registered, they can apply for tax-exempt status from the Inland Revenue Board.
c. Although there is no specific capital requirement to form a non-profit organization in Malaysia, the Companies Act 2016 does require that all companies have at least one shareholder. This shareholder can be an individual or a corporation, and the minimum share capital for a company is RM 1.00 as paid up.
d. Business address must be supported by LHDN Stamp Duty paid agreements and a Registered Address.
e. How to register a non-profit organization (NPO)?
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The steps involved in registering an NPO are as follows:
1. Apply for approval from the Registrar of Societies (ROS);Â
2. Create and submit Memorandum and Articles of Association (M&A);Â
3. Appoint directors and key officers (7 comms);Â
4. Hold an Extraordinary General Meeting (EGM);Â
5. Apply for a license from the Malaysian Inland Revenue Board (IRB);Â
6. Register with the Companies Commission of Malaysia (SSM);
f. What are the required documents to register a non-profit organization?
To form a non-profit organization in Malaysia, the following documents are required:
1. A copy of the Memorandum and Articles of Association;
2. A list of the names, addresses, and occupations of the directors;
3. The registered address of the NPO;
4. The objectives of the NPO;
5. The rules of procedure for meetings and voting;
6. The details of any paid staff or volunteers;
7. An audited financial statement for the previous year;
8. The latest annual report;
9. The latest bank statements;
10. Any other relevant information as required by the Registrar of Societies;
f. Annual maintenance: To submit Annual Return and Audited Financial Statements on annual basis.
g. Striking of a NPO: Process is similar of closing of a Sdn. Bhd. but the main difference is that NPO must first dissolve their membership and distribute all remaining assets to members in accordance with the Malaysian Company Act 2016.
h. Profit Making: According to the Malaysian Company Act 2016, a non-profit organization must use any surplus funds generated from commercial activities for the sole purpose of promoting its objectives or purposes. Any surplus funds that are not used for promotion must be paid into the NPO’s reserves as NPO cannot distribute any profits derived from commercial activities to its members.