Workshop on Issuance of share in a private company in malaysia PDF

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UNIVERSITI TEKNOLOGI MARAFACULTY OF ADMINISTRATIVESCIENCE AND POLICY STUDIESBACHELOR OF CORPORATE ADMINISTRATION (HONS)(AM225)WORKSHOP 1ADM 657COMPANY SECRETARIAL PRACTISE IIGROUP: N4 AM2256APREPARED BY:NAME MATRIC NO.NOOR SYAZANA IZZATI BT MOHD AZMI 2018645218NUR HIDAYATUL EMY NADIA BINTI MD. ZAINA...

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UNIVERSITI TEKNOLOGI MARA FACULTY OF ADMINISTRATIVE SCIENCE AND POLICY STUDIES BACHELOR OF CORPORATE ADMINISTRATION (HONS) (AM225) WORKSHOP 1 ADM 657 COMPANY SECRETARIAL PRACTISE II GROUP: N4 AM2256A

PREPARED BY: NAME

MATRIC NO.

NOOR SYAZANA IZZATI BT MOHD AZMI

2018645218

NUR HIDAYATUL EMY NADIA BINTI MD. ZAINAL ABIDIN

2018680538

NUR FATIN AQILAH BINTI AHMAD FARIDZ

2018264176

LECTURER: MISS AIDA BINTI KAMAL SUBMISSION DATE: 21ST MAY 2021

Timeline………………………………………………………………………...……

Page 1-2

Documents lodge to Companies Commission of Malaysia (CCM)............

3-6

Section 76 Notice of Approval for Allotment of Shares or Grant of Rights…… Section 78 Return of Allotment of Shares………………………………………. Documents kept at registered office............................................................

7-24

Members’ Written Resolution Pursuant to Section 297 (1) of the Companies Act, 2016…………………………………………………………………………….. Circulation of A Written Resolution Pursuant to Section 301 Of the Companies Act, 2016…………………………………………………………………………….. Directors’ Written Resolution Pursuant to Constitution of The Company……… Section 76 Notice of Approval for Allotment of Shares or Grant of Rights……... Letter of Allotment of Shares………………………………………………………. Section 78 Return of Allotment of Shares………………………………………… Section 51 Register of Member (MyCoID System) ………………………………. Register of Members (Statutory Register Book) …………………………………. Register of Directors’ Shareholdings Pursuant to Section 59 Of the Companies Act, 2016………………………………………………………………. Share Certificate…………………………………………………………………….. Documents kept by client..............................................................................

25-30

Section 78 Return of Allotment of Shares………………………………………… Section 51 Register of Member (MyCoID System) ………………………………. Register of Directors’ Shareholdings Pursuant to Section 59 Of the Companies Act, 2016………………………………………………………………. Documents kept by shareholders ………………..……………...................... Circulation Of A Written Resolution Pursuant To Section 301 Of The Companies Act, 2016………………………………………………………………. Share Certificate………………………………………………………………..…... Table of Content

31-36

Proposed Business Entity Types : Company Limited by Shares : Procedure and Documentation for An Issue of Shares of a Private Company

Event

TIMELINE OF ISSUANCE OF SHARES Date

Event

Regulation

Document

(Companies Act 2016) 26/4/2021 27/4/2021

Secretary prepare resolutions 1.

Members passed the Resolutions

Section 297

Members’ Written Resolution Pursuant to Section 297 (1) Of the Companies Act, 2016

2.

Members received the Circulation of Members’

Section 301

Circulation of A Written Resolution Pursuant to Section 301 Of the

Resolution

Companies Act, 2016 3.

Board passed the Resolutions

Directors’ Written Resolution Pursuant to Constitution of The Company

Notice of Approval for Allotment of Shares being sent

Section 76(2)

Notice of Approval for Allotment of

to CCM

Shares or Grant of Rights

Board of directors issues the allotment letters as an

Letter of Allotment of shares

agreement with the allotters

1

30/4/2021

1. Update Register of Members through the

Section 50 &Section 77 (1)

Section 51 Register of Members

MyCoID system and statutory register book

Section 59

Register of Director Shareholding

2. Update Register of Director Shareholding Return of Allotment of Shares being sent to CCM 3/5/2021

Section 78 (1)

Issuance of Share Certificate

Section 97 & 98

2

Return of Allotment of Shares

DOCUMENTS LODGE TO COMPANIES COMMISSION OF MALAYSIA (CCM)

3

Company No.

003035149

T

10 cm 15 cm

COMPANIES ACT 2016 Section 76 NOTICE OF APPROVAL FOR ALLOTMENT OF SHARES OR GRANT OF RIGHTS

COTTON FLEUR SDN. BHD.

To the Registrar of Companies, COTTON FLEUR SDN. BHD. 202001000108 (003035149-T) hereby gives notice that on the 27 day of April, 2021, an allotment of *shares/*grant of rights has been approved. The approval is *not subject to any conditions / *subject to the following conditions: …………………………………………………………………………………………………………………………………………………………… …………………………………………………………………………………………………………………………………………………………… ………………………………………………………………………………… *strike out whichever is inapplicable Declaration: I confirm that the facts and information stated in this document are true and to the best of my knowledge.

Signed by: ____SYAZANA______ (Secretary) Name

: NOOR SYAZANA IZZATI BT MOHD AZMI

License no/ Membership No.

: MAICSA 8014893

SSM Practicing Certificate No.

: 20200001

Date

: 27 APRIL 2021

Attention: It is an offence under section 591 of the Companies Act 2016 to make or authorize the making of a statement that a person knows is false or misleading and that person may be liable, upon conviction, to imprisonment for a term not exceeding ten years or to a fine not exceeding RM3million or to both. LODGER INFORMATION Name

: NOOR SYAZANA IZZATI BT MOHD AZMI

NRIC No

: 990622-07-5652

Address

: NO. 12, JALAN BUNGA RAYA 21, TAMAN TASIK JAYA, 70400 SEREMBAN, NEGERI SEMBILAN

Phone No

: 017-3579904

Email

: [email protected]

4

COMPANIES ACT 2016 Section 78 RETURN OF ALLOTMENT OF SHARES

PARTICULARS OF COMPANY COTTON FLEUR SDN. BHD.

Name

003035149-T

Registration No.

The shares referred to in this return were allotted (1) *on the 27 April , 20 21 ./*between the....................day of.................... 20...................and the....................day of....................,20...................

(2) Shares allotted

Details of Shares Preference Ordinary

day of

Other kinds (Specif y class)

1. For cash consideration:

(a) Number of shares ....................

NIL

200,000

NIL

(b) Amount (if any) paid on each share ....................RM

NIL

100,000

NIL

(c) Amount (if any) due and payable on each share .................... RM

NIL

NIL

NIL

(a)Number of shares ....................

NIL

NIL

NIL

(b) Amount to be treated as paid on each of the shares so allotted.................... RM

NIL

NIL

NIL

NIL

NIL

NIL

2. For consideration other than cash:

(3)

(e) The consideration for which the shares have been so allotted is as follows:

5

3. (4) Particulars of allottees of the shares so allotted and the number and classes of shares allotted to them are as follows: (8)

Full Name and Address

AINA BINTI FAUZAN

MALAYSIAN (MALAY)

DARINA BINTI KAMAL

MALAYSIAN (MALAY)

Dated this

27

Number of Shares Allotted Preference Ordinary Other Kinds Cash Other Cash Other Cash Other wise wise wise

(9)

Nationality /Race

day of

I/C No. / Passport NO. 900725-04-8214

850402-06-2854

April

,20

21

NIL

NIL

100,000

NIL

NIL

NIL

NIL

NIL

100,000

NIL

NIL

NIL

.

DECLARATION Declaration: I confirm that the facts and information stated in this document are true.

Signed: SYAZANA (Secretary) Name

: NOOR SYAZANA IZZATI BT MOHD AZMI

Date

: 30/04/2021

Attention: It is an offence under section 591 of the Companies Act 2016 to make or authorize the making of a statement that you know is false or misleading and you may be liable, upon conviction, to imprisonment for a term not exceeding ten years or to a fine not less than RM3million or to both. LODGER INFORMATION Name

: NOOR SYAZANA IZZATI BT MOHD AZMI

NRIC No

: 990622-07-5652

Address

: NO. 12, JALAN BUNGA RAYA 21, TAMAN TASIK JAYA, 70400 SEREMBAN, NEGERI SEMBILAN

Phone No

: 017-3579904

Email

: [email protected]

6

DOCUMENTS KEPT AT REGISTERED OFFICE

7

COTTON FLEUR SDN. BHD. Company No.: 202001000108 (003035149-T) (Incorporated in Malaysia)

MEMBERS’ WRITTEN RESOLUTION PURSUANT TO SECTION 297 (1) OF THE COMPANIES ACT, 2016

We, the undersigned, being all the members of the company for the time being, entitled to receive notice of, and to attend and vote at the general meetings of the Company, do hereby RESOLVED: AUTHORITY TO ISSUE SHARES “THAT the Directors be and are hereby authorised pursuant to Section 297 (1) of the Companies Act, 2016 to issue and allot of 200,000 ordinary shares of RM 1.00 each in capital of the company to the following allottees in proportion to the amount as set against their respective names upon such terms and conditions as the Directors may in their absolute discretion deem fit: Allottees

No. of Shares

DARINA BINTI KAMAL AINA BINTI FAUZAN

(100,000) (100,000)

Dated this 27 day of April 2021

MEMBERS:

IZZATI

FATIN

…………………………………………… …………………………………….. Name: NURUL IZZATI BINTI JAAFAR

Name: NUR FATIN AQILAH BINTI AHMAD FARIDZ 8

I/C No.: 990709-02-5674

I/C No: 960107-05-5000

Date of Declaration: 27/04/2021

Date of Declaration: 27/04/2021

COTTON FLEUR SDN. BHD. Company No.: 202001000108 (003035149-T) (Incorporated in Malaysia) No. 7 First Floor, Jalan Pandak Mayah 5, Pusat Bandar Kuah, 07000 Langkawi, Kedah. Date: 27/04/2021 To:

NURUL IZZATI BINTI JAAFAR

Dear Sir/Madam/Ms., Re: CIRCULATION OF A WRITTEN RESOLUTION PURSUANT TO SECTION 301 OF THE COMPANIES ACT, 2016 The Company do hereby circulate the following written resolution as proposed by the Board of Directors pursuant to Section 301 of the Act to every eligible member of the Company: -

ALLOTMENT OF SHARES “THAT the Directors be and are hereby authorised pursuant to Section 297 (1) of the Companies Act, 2016 to issue and allot 200,000 ordinary shares of RM1 each in capital of the company to the following allottees in proportion to the amount as set against their respective names upon such terms and conditions as the Directors may in their absolute discretion deem fit: Allottees

No. of Shares

DARINA BINTI KAMAL AINA BINTI FAUZAN

(100,000) (100,000)

THAT the said 100,000 new ordinary shares when allotted shall rank pari passu with the existing ordinary shares of the Company AND THAT the Secretary be and is hereby authorised to notify the Companies Commission of Malaysia on the allotment accordingly.” Please be noted of the following procedure before signing on the written resolution: a. b. c. d.

identifying the related matter by studying the content of the written resolution; indicating your agreement to the resolution by signing on the written resolution; return the authenticated written resolution to the Company in hand copy or electronic form; the written resolution once signified by a member, shall not be revoked; 9

e. the said written resolution shall be passed upon signed by majority of eligible members; and f. the resolution shall lapse after 1 month from the date of this letter if it is not passed.

COTTON FLEUR SDN. BHD. Company No.: 202001000108 (003035149-T) (Incorporated in Malaysia) No. 7 First Floor, Jalan Pandak Mayah 5, Pusat Bandar Kuah, 07000 Langkawi, Kedah. Date: 27/04/2021 To:

NUR FATIN AQILAH BINTI AHMAD FARIDZ

Dear Sir/Madam/Ms., Re: CIRCULATION OF A WRITTEN RESOLUTION PURSUANT TO SECTION 301 OF THE COMPANIES ACT, 2016 (“the Act”) The Company do hereby circulate the following written resolution as proposed by the Board of Directors pursuant to Section 301 of the Act to every eligible member of the Company: -

ALLOTMENT OF SHARES “THAT the Directors be and are hereby authorised pursuant to Section 297 (1) of the Companies Act, 2016 to issue and allot 200,000 ordinary shares of RM1 each in capital of the company to the following allottees in proportion to the amount as set against their respective names upon such terms and conditions as the Directors may in their absolute discretion deem fit: Allottees

No. of Shares

DARINA BINTI KAMAL AINA BINTI FAUZAN

(100,000) (100,000)

THAT the said 100,000 new ordinary shares when allotted shall rank pari passu with the existing ordinary shares of the Company AND THAT the Secretary be and is hereby authorised to notify the Companies Commission of Malaysia on the allotment accordingly.” Please be noted of the following procedure before signing on the written resolution: a. identifying the related matter by studying the content of the written resolution; b. indicating your agreement to the resolution by signing on the written resolution; c. return the authenticated written resolution to the Company in hand copy or electronic form; 10

d. the written resolution once signified by a member, shall not be revoked; e. the said written resolution shall be passed upon signed by majority of eligible members; and f. the resolution shall lapse after 1 month from the date of this letter if it is not passed.

COTTON FLEUR SDN. BHD. Company No.: 202001000108 (003035149-T) Letter of Circulation of a Written Resolution Pursuant to Section 301 of the Companies Act, 2016

Kindly acknowledge receipt of the above by signifying and returning the duplicate copy of this letter to us. Yours faithfully,

SYAZANA ________________________ NOOR SYAZANA IZZATI BT MOHD AZMI (Secretary)

Acknowledged Receipt by the Members Name

Signatures

Date

1. NURUL IZZATI BINTI JAAFAR

IZZATI 27/04/2021 ___________________ _________________

2. NUR FATIN AQILAH BINTI AHMAD FARIDZ

FATIN 27/04/2021 ___________________ _________________

11

COTTON FLEUR SDN. BHD. Company No.: 202001000108 (003035149-T) (Incorporated in Malaysia)

DIRECTORS’ WRITTEN RESOLUTION PURSUANT TO CONSTITUTION OF THE COMPANY We, the undersigned, being the Directors of COTTON FLEUR SDN. BHD. 202001000108 (003035149-T) for the time being, hereby RESOLVED:

ALLOTMENT OF SHARES “THAT 200,000 shares of RM 1.00 each fully paid on allotment be and are hereby allotted to the following allottees in proportion to the amount as set against their respective names and that the Secretary be and is hereby authorized to issue the necessary share certificates and affix the Company’s common seal thereon upon confirmation that all subscription moneys have been received by the Company: Allottees

No. of Shares

DARINA BINTI KAMAL AINA BINTI FAUZAN

(100,000) (100,000)

Share Certificate No. 003 004

Dated this 27 day of April 2021

. DIRECTORS:

SYAYAANI

IZZATI

…………………………………..…………… (NURSYAYAANI BINTI MOHD SALLEH)

…………………………………….. (NURUL IZZATI BINTI JAAFAR)

12

FATIN ……………………………………..………… (NUR FATIN AQILAH BINTI AHMAD FARIDZ) Company No.

003035149

T

10 cm 15 cm

COMPANIES ACT 2016 Section 76 NOTICE OF APPROVAL FOR ALLOTMENT OF SHARES OR GRANT OF RIGHTS

COTTON FLEUR SDN. BHD.

To the Registrar of Companies, COTTON FLEUR SDN. BHD. 202001000108 (003035149-T) hereby gives notice that on the 27 day of April, 2021, an allotment of *shares/*grant of rights has been approved. The approval is *not subject to any conditions / *subject to the following conditions: …………………………………………………………………………………………………………………………………………………………… …………………………………………………………………………………………………………………………………………………………… ………………………………………………………………………………… *strike out whichever is inapplicable Declaration: I confirm that the facts and information stated in this document are true and to the best of my knowledge.

Signed by: ____SYAZANA______ (Secretary) Name

: NOOR SYAZANA IZZATI BT MOHD AZMI

License no/ Membership No.

: MAICSA 8014893

SSM Practicing Certificate No.

: 20200001

Date

: 27 APRIL 2021

Attention: It is an offence under section 591 of the Companies Act 2016 to make or authorize the making of a statement that a person knows is false or misleading and that person may be liable, upon conviction, to imprisonment for a term not exceeding ten years or to a fine not exceeding RM3million or to both. LODGER INFORMATION Name

: NOOR SYAZANA IZZATI BT MOHD AZMI

NRIC No

: 990622-07-5652

Address

: NO. 12, JALAN BUNGA RAYA 21, TAMAN TASIK JAYA, 70400 SEREMBAN, NEGERI SEMBILAN

13

Phone No

: 017-3579904

Email

: [email protected]

14

To the Board of Directors

COTTON FLEUR SDN. BHD. Company No.: 202001000108 (003035149-T) No. 7 First Floor, Jalan Pandak Mayah 5, Pusat Bandar Kuah, 07000 Langkawi, Kedah.

I/We hereby agree to take up 100,000 shares of RM1.00 each in the capital of COTTON FLEUR SDN. BHD. 202001000108 (003035149) and enclose a cheque for RM100,000 being full payment for the said shares. I/We agree to take up the said shares subject to the Constitution of the company and authorize the directors to enter my/our name(s) in the register of members as holder of the said shares. I/We further confirm that this agreement to take up shares is irrevocable. Detailed hereunder are my/our particulars: Name: AINA BINTI FAUZAN NRIC/Passport/Company No.: 900725-04-8214 Race (for Malaysian) Nationality (for individual)/place of Incorporation (for corporation) MALAYSIAN MALAY Address: NO. 113, JALAN TTJS 3/9, TAMAN TUANKU JAAFAR, 71450 SEREMBAN, NEGERI SEMBILAN (For Body Corporate) please tick (√) the appropriate box: √

controlled by Malays and Natives controlled by Malaysian Citizen who are non-Malays and non-Natives controlled by non-Malaysian Citizen

Dates this 27 day of April 2021

Aina *………………………………………. (AINA BINTI FAUZAN) (*Note: In the case of body corporate, this form shall be executed under its common seal.)

15

To the Board of Directors

COTTON FLEUR SDN. BHD. Company No.: 202001000108 (003035149-T) No. 7 First Floor, Jalan Pandak Mayah 5, Pusat Bandar Kuah, 07000 Langkawi, Kedah.

I/We hereby agree to take up 100,000 shares of RM1.00 each in the capital of COTTON FLEUR SDN. BHD. 202001000108 (003035149) and enclose a cheque for RM100,000 being full payment for the sa...