The incorporation of a company limited by guarantee requires an application to the Registrar as well as the submission of its company constitution. Speaking of the company constitution, companies limited by guarantee are a bit different from other companies as they must have a constitution. Also, there are some limitations on the activities that they can carry out, and they can only hold property or land if they have a license issued by the KPDNHEP. If you are interested in setting up a company limited by guarantee, and you need help on the incorporation, you can contact a corporate secretarial firm Johor Bahru.
One can only incorporate a company limited by guarantee to promote art, charity, science, religion, commerce and industry, as well as superannuation schemes or pension. Besides, such companies should only be incorporated to promote other things that can be helpful to the public or the country, and this may include fields related to health, environment, research, education, sports or social. One can also incorporate this type of company (Also see Indicators of a Company’s Decline in Going Concern) to provide amusement or recreation. No other companies can be incorporated for the purposes mentioned above.
If any government agency, ministry or authorities have the intention of incorporating a company limited by guarantee, they will need an approval letter from the government agency, ministry or authorities. Then, they should submit the approval letter with the application of the incorporation of the company limited by guarantee.
The founder or director of a company limited by guarantee should be fit and proper. Also, he or she must not be disqualified under Companies Act 2016. When considering whether an individual is fit and proper, what the Registrar may do is to consider the director’s or founder’s qualification, experience as well as his competency that would help him in doing his duties for the company limited by guarantee. The Registrar may also consider the director’s or founder’s character, integrity and reputation, and a security vetting may be conducted on the potential founder or director. It is the responsibility of the Royal Malaysian Police (PDRM) or other bureaus to perform the security vetting. In some cases, both parties may work together in this matter.
If the Registrar is satisfied that an individual is competent as well as fit and proper to carry out the responsibilities as the company’s director under the Companies Act 2016, he may approve the individual as the director.