Hi all, I have some questions that need to be clarified, hope you guys can help me on this

I'm running my own business as a sole proprietor right now. I have an investor who want to invest into my business, so my business can grow.
As a sole prop for a few years I'm lacking of knowledge on how to run a Sdn Bhd.

1. How does company share works?
- I don't have much money, maybe I'll put RM100k into this Sdn Bhd, while my investor will put RM900k, does that mean I can only have 10% share and he will have 90%?
Or despite the fact I'm putting less money, can I still have higher share as I was the main owner and director of this company?
- The % of shares is equal to the % of money we will earn from the company's profit?
- Shareholder can withdraw their money any time they want? What if my investor want to withdraw at the 6th month, where company doesn't have any earning yet, I'll have to close down the company as my capital will shrink by a big amount and can no longer sustain?
- Can we have an agreement under the Memorandum or something to lock the shareholder's money for like, 2 years?

2. Is it better to engage with a company registration service company to sign-up? So they can provide consultation, secretary & accounting service?
- For accountant, can I hire an in-house accountant instead of outsource 1? Is an accountant A MUST at the point of starting up the business? As I may need some time to hire one.

3. Paid-up capital means I need to have this full amount of money in the company current account right? So if Paid up capital RM1 million, I need to have this amount deposited into the company current account?
Do I need to maintain this minimum amount in the bank at all time?

4. Since I'm receiving most of my capital from my foreign investor, should I ask them to bank in the money to my personal account first? Or I have to go through company registration process and set-up the Current account first, then only ask them to transfer the money directly into this new Current account?

5. The new company Act 2016 is now in force, so I can be the only Director in Sdn Bhd now right? Shareholders will be me and my foreign investor.

6. My current sole prop and the new Sdn Bhd will be separate entity right? So should I close down this sole prop after the Sdn Bhd is opened? As all the transactions are going to be conducted under this new Sdn Bhd name.

Thank you to anyone who can help!

you need a Company Secretary, you can ask them all these questions. no, you cant DIY sdn bhd yourself... Sdn Bhd requires, secretary, auditors. under new act, SME maybe below 500k revenue doesnt need to be audited. but i have yet to hear when this new act is in place and had the government finalised their exemption clause. but you cannot run away from getting a Company Secretary.

As klthor mentioned, you need a SSM Registered Company Secretary to do this for you. Refer to this guide; http://www.registercompany2u.com.my/how-to...n-malaysia.html

So go research around for company secretaries, for instance; http://www.malaysiaco.com.my/

Choose the one that you're confident with & geographically convenient for you. You might need to speak with them every now & then.

1. If all 100K and 900k being channeled as paid up capital, then yes, you have 10% only.
If want to have higher % holding, you need some "creativity".
Eg. 100k of yours channeled as paid up capital, while the investors' 900k being split into 100K as paid up capital, and 800k loan to company.
By then, both of you have 50% of company shareholding.

Shareholders cannot withdraw money anytime, everything must through company resolution.
Company money stays in company.

Shareholder only can get money from company through
1. Dividend - the profit made by the company.
2. Dissolve the company, get back the paid up capital.
3. Partly paid capital reduction, aka reduce the paid up capital.

Paid up capital cannot be liquidated out without dissolving the company. So paid up capital money basically is "stuck" inside the company already. But loan to company figure is not.

2. You need registered chartered accountant and register secretary. In house accounting paper work, yes, you can hire anyone to do the job in house, but those account must be audited the the registered chartered accountant.

3. Yes, paid up capital is the money injected into the company initially, it doesn't need to stay in the current account. It can be used to buy asset, stocks, or whatever.
Your company total net worth, aka net asset + stocks + current account + cash in hand = paid up capital, initially.

4. Not recommended, the money should be channeled into the company account directly.

6. Yes. It depends on your preference.

cherroy, thank you so much for your reply, it's very helpful.

I'm confuse about capital thing.
I forecast that I would need about RM500k for the 1st year, buying office furniture, office rental, renovation, equipments, staff salary etc.
Does that mean I'll need to invest at least RM500k paid up capital? Or RM500k authorized capital is enough?

Most startup don't put so much money into paid up capital right? Then how should I spend the money when I need more than RM400k?

Asking my investor to put only 100k as share and 900k as loan might not work for him. But if there's only 200k in the capital, it's definitely not enough.
So how can I get more money from my investor instead of letting him invest into "share" or "capital"?

I've called a few secretary and company set-up company, they are unwilling to share info about using preference share or just tell me loan to company is not under their service.

1. u can setup a sdn bhd by rm 2 as paid up capital. then u can pump in 500k as loan to company to buy furniture, pay salary, etc etc.
2. if the 500k is as loan to the company, most company secretary wont advise u cause they didnt get work to do and no payment charge to u. but if u put in as paid up capital, the company secreatary will charge u a fee to do so. any amendment, such as company paid up capital, shares, directors, etc, can only be change by company sec with a certain fee. and u need pay them monthly company sec fee varies from rm 60 - 200

if you need to ask, i would suggest asking a company sec. or the company services. its typically a company that does company registration, setup, audit, accounts, company sec, n all other various stuff for a yearly fee. they will give u a more accurate fee structure, as each company gives u different fees.

you can also ask whats the legal requirements , how the company structure & others.

From what I read from here:
http://www.registercompany2u.com.my/what-i...hd-company.html

We need four professional personal to meet the requirements to maintain a SDN BHD
1) Company Secretary
2) Tax Agent
3) Auditors
4) Accountant

I have a few questions regarding these professional personal:

1) Must all of these personal be registered with their respective agencies
2) What if we have shareholders or directors or employee which are registered to do it for us, do we still need to outsource it?
3) For the account and tax, can we have someone who does not have the qualifications but know what he/she is doing do it instead, someone from our company.

Thanks.

Any sifus here can advise on changing from sdn. bhd. to enterprise? Felt a bit troublesome and extra expenses for company secretary.

You have to strike off the company first.

Can I like open the enterprise company and let it run first so that the transition will be easier for the business?

1. only registered company secretary, rest no need
2. no need outsource if u have shareholder/director/employee that can do the job for u
3. yes u can. in fact if u go to accounting firm, they have all tax agent, auditor, accountant, com sec that u need in one firm

yes, u have to open an enterprise and let it runs
cause its not easy to close a company, need years to do it.

Please get advise from your Com. sec. on how to strike off the company.

A company with assets and liabilities will need to appoint liquidator.

So, if we have an employee/ director/ shareholder which also a registered company secretary, we don't need to hire any external com sec right.

yes u r right

Hi all, have some question to ask. If want to register a sdn bhd with above 500k capital, the criteria is need to have at least a foreign investor?

Nope. Not necessary. Locals can set up company with paid up share capital RM500k.