Difference Between Partnership and Incorporate a Company

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Public limited by guarantee

A company limited by guarantee is a non-profit organizations means that it does not look for the profit but for the social charity, community project and etc. This company exists to create the better welfare of the society. This company does not have any shareholder or share capital. This type of company are rarely use in the trade market because it does not look for the profit of the organizations.

Public unlimited

Section 4 (1) defines the members of the company have the unlimited liability that formed by the unlimited company as a companies. The share capital of the company is unlimited and the members of the company have unlimited liability. It means the members may sacrifice their personal resources to pay the debts for the insufficient of capital in company.

1 (c)

The type of company I choosing was public limited company. As u can see my brother and his fiancée are of lacking capital and the advantage of public limited company is can raise large amount of money for the capital and the shares of the company are traded freely on the stock exchange over the market which can help them to have enough RM 50,000 to run business.

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Procedures to incorporate a private limited company

Firstly, the promoters have to make up their minds which of the several types of registered company they wish to form, since this may make a difference to the number and types of documents required, and will certainly affects their contents. In this case, they had decided to incorporate a private limited company which limited by shares.

Next, do a name search. This is to avoid duplication of the name. A name search must be conducted to determine whether the proposed name of the company is available. This is importance in identifying an artificial person and the Act provides that it must be stated in the memorandum of association, on the company’s seal, on business letters, negotiable instruments, and order forms and must be affixed outside every office or place of business. The name which has been decided or proposed shall then be submitted to the Registrar of Companies (ROC) by filling Form 13A Companies Regulations 1966 or approval and reservation. If the ROC is satisfied that the name id desirable and bona fide and can be registered without contravention of section 22(1), it shall be reserved for 3 months from the date approval.

Step 3 is they have to prepare incorporate documents. Two documents needed to be prepare, one named as Memorandum of association and another named as Articles of association. The first form needed to be submit is Form 48A, which is a statuary declaration by a director or promoter before appointment. They need to ensure that they are not in bankruptcy and have not been convicted and imprisoned offences. Next, Form 6, declaration of compliance in the form. This declaration must be signed by the company representative who handles the registration.Other than this, they also need to prepare an original version of Form 13A, letter from SSM approving the company name and copy of each director’s identity card.

Step 4 is to lodge the incorporation documents and pay the fees. Section 16 of CA 1965 has stated that incorporation documents must be submitted to SSM from3 months from the date of endorsement of the company’s name by SSM, failing which fresh application for a name search must be done. With regard of fees, each application to incorporate a company must be submitted together with prescribed fee. Fee is predetermined by the authorized share capital of the company in terms of Ringgit.

Lastly, waits for the certificate of incorporation. A certificate of Incorporation will be issued by SSM upon satisfying with the incorporation steps and submission of the timely finished Incorporation Documents. Based on Section 16(5) Companies Act 1965, on and from the date of successful registration with SSM, it is capable of exercising all the benefits of an incorporated company such as limited liability of members, make contract with its own shareholders, can sue and be sued and etc.

According to Jubilee(1924), related documents were delivered to the Registrar for registration on 6th January and received two days later but the certificate of incorporation was dated 6th January instead of 8th. The director allotted shares on 6th and the shareholder reject to pay the amount because he discussing that the company did not exist at the date of issuance. It was held that the certificate of incorporation is convinced evidence of all that it contains.

Another case law is Moosa Goolam Ariff v. Ebrahim Goolam Ariff (1913), Registrar has issued certificate of incorporation to the company that signed by 2 adult and by a guardian of all 5 minors. The guardian of the minor signed separately for 5 of them on the Memorandum of Association. The validity of certificate was challenged. Plaintiff disputed that the certificate should be considered void but it was held that it is valid.

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