Feb 6 2017, 09:39 PM
QUOTE(Gwiyomiz @ Feb 6 2017, 12:38 PM)
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!
1. If all 100K and 900k being channeled as paid up capital, then yes, you have 10% only. 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!
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.
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