ESSENTIAL ROLE OF COMPANIES COMMISSION OF MALAYSIA FOR MALAYSIA STATISTICAL BUSINESS REGISTER DEVELOPMENT WAN ZARAZILLAH BIN WAN ABU BAKAR CORPORATE DEVELOPMENT AND POLICY DIVISION 4 FEBRUARY 2015 1 AN OVERVIEW OF COMPANIES COMMISSION OF MALAYSIA (SSM) HISTORY OF FORMATION OF SSM ROC (Est. 1898) ROB (Est. 1939) COMPANIES COMMISSION OF MALAYSIA ACT 2001 (Act 614) Established in April 2002 OBJECTIVE 1) To ensure systematic and dynamic growth of the corporate and business sector. 2) To ensure the conduct of business is in accordance with the laws and principles of corporate governance. 3) Towards the establishment of an autonomous, flexible and responsive regulatory authority. 3 SSM’S ORGANIZATIONAL STRUCTURE COMMISSION MEMBERS CHIEF EXECUTIVE OFFICER TRANFORMATION MANAGEMENT SECTION COMMISSION SECRETARY DEPUTY CHIEF EXECUTIVE (OPERATIONS) DEPUTY CHIEF EXECUTIVE (SERVICES) SENIOR DIRECTOR ENFORCEMENT CORPORATE DEVELOPMENT AND POLICY DIVISION CORPORATE RESOURCES DIVISION LEGAL SERVICES DIVISION REGISTRATION SERVICES DIVISION ICT DIVISION COMPLIANCE DIVISION BUSINESS DEVELOPMENT MARKETING DIVISION TRAINING ACADEMY (COMTRAC) INVESTIGATION DIVISION PUBLIC AFFAIRS SECTION COMPLAINTS SECTION BRANCH OPERATIONS SECTION INTERNAL AUDIT 4 SSM’S COMMISSION MEMBERS Appointed by the Minister consisting of: a Chairman; the Chief Executive Officer; Minimum 5 and not more than 7 other persons: 3 from the public service; and 4 from the private sector. 5 SSM’S VISION STATEMENT VISION STATEMENT SSM’s VISION STATEMENT “To Be A World Class Corporate Registry and Regulatory Authority That Meets Business Needs Through Effective Registration, Information, Regulation and Advice.” 7 SSM’S CORPORATE VALUES CORPORATE VALUES CONTINUOUS KNOWLEDGE AND SKILL ENHANCEMENT TEAMWORK INTEGRITY CUSTOMER ORIENTED RESULT-DRIVEN 9 SSM’S PRESENCE NATIONWIDE STATE AND BRANCH OFFICES NATIONWIDE Population of Malaysia 30,381,089 Total Number of Staff 1,218 PULAU LANGKAWI KANGAR ALOR SETAR KOTA BHARU KUALA TERENGGANU BUTTERWORTH IPOH KUANTAN LABUAN KUALA LUMPUR KOTA KINABALU TEMERLOH SHAH ALAM MIRI SEREMBAN TAWAU MELAKA JOHOR BAHRU MUAR STATE OFFICE: 15 KUCHING BRANCH OFFICE: 5 URBAN TRANSFORMATION CENTRE : 4 11 11 FUNCTIONS AND POWER OF SSM FUNCTIONS & POWER Focal Point for Incorporation of Company and Business Registration Centre for Corporate and Business Information Corporate Regulator Promoter for Good Governance Centre for Corporate Training 13 1. COMPANIES COMMISSION OF MALAYSIA ACT 2001 An Act to establish the Companies Commission of Malaysia, to provide for its functions and powers and for matters connected therewith. ADMINISTRATION OF PRESCRIBED LAWS 2. COMPANIES ACT 1965 An Act to provide for the registration, administration and dissolution of companies and corporations 3. LIMITED LIABILITY PARTNERSHIPS ACT 2012 An Act to provide for the registration, administration and dissolution of limited liability partnerships (LLP) 4. REGISTRATION OF BUSINESSES ACT 1956 An Act to provide for the registration of businesses 5. TRUST COMPANIES ACT 1949 An Act to provide for registration and regulation of trust companies in Malaysia. 6. SUBSIDIARY LEGISLATIONS UNDER THE ABOVE ACTS 14 REGULATION OF CORPORATIONS AND BUSINESSES Regulates and enforce matters relating to the laws administered by SSM; Conducts continuous monitoring, inspection and surveillance exercises in ensuring compliance; Carries out enforcement action on non-compliance; Administers matters on closing a business (strikingoff, winding-up); Regulates and monitors corporate intermediaries: Company Secretaries Auditors Liquidators Directors & officers of Companies 15 PROMOTE CORPORATE GOVERNANCE Encourage and promote proper conduct amongst directors, secretaries, managers and other officers of a corporation, and self regulation by corporations, companies, businesses, industry groups and professional bodies. Activities carried through: Training (CDTP, LSTP, CSTP); Dialogues (Annual Dialogues); Seminars; Consultative Forums; Awareness Programmes; and Publicity blitz. 16 Company and Business Profile Financial Analysis CUSTODIAN OF CORPORATE INFORMATION e-Info Image Directors Information/Profile Company Watch CUSTOMIZED Statistics Closing of Business Application List of Company Charges B2B Integration 17 RESEARCH AND STUDIES ON CORPORATE BUSINESS ACTIVITIES Review on laws administered by SSM Corporate Law Reform – Review of the Companies Act 1965 Public Consultation on LLP Survey on Corporate Responsibility Providing opinions on legislations related to corporations, businesses and limited liability partnerships 18 SNAPSHOT ON COMPANIES, BUSINESSES AND LLPs TYPES OF COMPANIES AND BUSINESSES IN MALAYSIA COMPANIES (CA 1965) Limited by Shares Limited by Guarantee Limited by Shares & Guarantee Private Sole Proprietorship Partnership Unlimited Public Listed Exempt Private Company BUSINESSES (ROBA 1956) Not Listed Non-Exempt Private Company NOTE: Foreign companies incorporated in other jurisdictions may be registered as a branch under CA 1965. 20 MAIN DIFFERENCES BETWEEN COMPANIES & BUSINESSES Companies A company is a legal personality, separate from its owner & management. The life cycle of a company ends when it is wound up. No need for renewal of incorporation. The profit generated by the company is divided amongst the shareholders. Required to submit annual returns and audited financial statements to the Registrar of Companies (SSM). Required to hold annual general meetings. Businesses A business does not have a legal personality and is not separate from its owner. The life cycle of a company ends when it is terminated or its registration is not renewed. Renewal of registration may be done annually, every two years or every three years. The profit generated by the business belongs to the owner. Not required to submit annual returns and audited financial statements. Not required to hold annual general meetings. 21 NUMBER OF COMPANIES INCORPORATED TOTAL COMPANIES : *1,113,465 TOTAL ACTIVE COMPANIES : 483,748 LOCAL COMPANIES : 1,108,842 FOREIGN COMPANIES : 4,623 AVERAGE REGISTERED PER YEAR : 42,250 AVERAGE REGISTERED PER MONTH : 4,100 *As at 31 December 2014 22 TOTAL BUSINESSES REGISTERED TOTAL BUSINESS REGISTERED : 5,634,101 TOTAL SOLE-PROPRIETORSHIPS : 4,469,576 TOTAL PARTNERSHIPS : 1,164,525 AVERAGE PER YEAR : 261,897 AVERAGE PER MONTH : 27,700 * As at 31 December 2014 23 LIMITED LIABILITY PARTNERSHIP ACT 2012 Launched: 5 February 2013 * Total LLPs: 3,744 *As at 31 December 2014 24 PRODUCTS & SERVICES …FAST, ACCURATE & EASY SSM’S PRODUCTS & SERVICES 26 SSM’S SERVICES e-Info e-Lodgement MyCoID SSM Services LLP 1 Hour Registration of Business 1 Day Incorporation Business Registration Mobile Counter 27 SSM’S PRODUCTS Corporate Information Supply Corporate and Business Information Data (CBID) SSM Products Commemorative Certificate Company Incorporation Tender Number Publication 28 1. e-Info * Kick off on July 2006 *Companies Act 1965 *Registration of Businesses Act 1956 *Real-time information directly from SSM database. * Internet Platform for search and purchase of company and business information online. *Available online 24/7, 7 days a week. * Accessible via www.ssm.com.my *Information purchased is sent by email. *Call center service 24/7. 29 1. e-Info (cont.) The services available under SSM e-Info services are as follows: • Company Profile (ROC) Company Profile information include company name, company registration number and check digit, previous name and date of change, total authorized and total issued, directors, managers, shareholders, officers, company charges and summary of the latest financial information. • Business Profile (ROB) business profile information include business name, registration number, type of business and detail of owner and partners, business address, date of commencement, and expiry date of current registration. • Company Charges company Chargers have detailed information about registered chargers for a particular company including details of assets/properties charges which are not contained in the profile information. 30 1. e-Info (cont.) • Financial Comparison financial Comparison is an extraction of information from two (2) most recent audited balance sheets and profits & loss account of a particular company. • e-Info Image Are prescribed forms under the Companies Regulations 1966, used for specific purposes in relation to relevant requirements under The Companies Act 1965. SSM e-Info allows for purchase images registered document in TIFF. • Business Termination Letter Business Termination Letter is a certification from SSM, which certifies that the registered Business had ceased to moderate on a specific date. • Company Watch SSM e-Info Company Watch allows anyone with an interest in any company to keep an eye of changes made to the selected company which act as a very useful alert mechanism to competitors, customers borrowers, suppliers, business partners, potential investors and also to financial institutions.. 31 2. e-Lodgement “Lodge online. Fast and Easy” • e-Lodgement enables lodgement of companies and businesses statutory documents online via SSM’s website. • Introduced on 22 January 2008 32 2. e-Lodgement (cont.) REGISTER AS PUBLIC SERVICE PORTAL (PSP) USER UPDATE STATUS TO PSP REGISTER AS SSM’s SUBSCRIBER ONLINE FORM AND PAYMENT APPROVAL EMAIL NOTIFICATION OF APPROVAL/CERTIFICATE TO APPLICANT 33 CORPORATE INFORMATION: WHERE THE JOURNEY BEGINS… 3. SSM’S CUSTOMIZED CORPORATE AND BUSINESS INFORMATION DATA (CBID) Corporate and business information data customized to suit clients’ requirement. Established in 2007, started eCBID in 2012. Bulk Purchase on Customized Company Information Bulk Purchase on Customized Business Information List of Companies by Major Industries in Malaysia List of Companies/Businesses by State, Location and Postcode Statistical Data OR you can have it ALL!! 35 3. SSM’S CUSTOMIZED CORPORATE AND BUSINESS INFORMATION DATA (CBID) (Cont.) 36 3. SSM’S CUSTOMIZED CORPORATE AND BUSINESS INFORMATION DATA (CBID) (Cont.) Why Do You Need It? For business growth information in a respective location/area; For marketing purposes or networking collaboration; For exclusive research and analysis; and For business expansion analysis either through joint venture or alliances. 37 3. SSM’S CUSTOMIZED CORPORATE AND BUSINESS INFORMATION DATA (CBID) (Cont.) CONTENTS OF CBID CBID DATA SCHEME Company Data Scheme (ROC) Business Data Scheme (ROB) 38 3. SSM’S CUSTOMIZED CORPORATE AND BUSINESS INFORMATION DATA (CBID) (Cont.) DATA SCHEME DATA SCHEME : BUSINESS INFORMATION • ROB 1 – Business Info • ROB 2 – Ownership Info • ROC 3 – Business Code • ROC 5 – Branch Info DATA SCHEME : COMPANIES INFORMATION • ROC 1 – Company Info • ROC 2 – Registered Address • ROC 3 – Business Address • ROC 4 – Business Code • ROC 5 – Company Officer • ROC 6 – Shareholders • ROC 7 – Charges • ROC 8 – Share Capital • ROC 9 – Balance Sheet • ROC 10 – Profit & Loss • ROC 11 – Document Lodge Info 39 3. SSM’S CUSTOMIZED CORPORATE AND BUSINESS INFORMATION DATA (CBID) (Cont.) MIX & MATCH YOUR DATA 40 3. SSM’S CUSTOMIZED CORPORATE AND BUSINESS INFORMATION DATA (CBID) (Cont.) MIX & MATCH YOUR DATA WITH CBID DATA SCHEME (COMPANY) No. Description ROC1-COMPANY INFO 1 Company No No. Description ROC3-BUSINESS ADDRESS 2 Angka Uji 1 2 Company No Business Address1 3 Company Name 3 Business Address2 4 Company Status D-dissolved E- exist W-windingUp 4 Business Address3 5 Business Address Town 6 Business Address State Code 7 Business Address Postcode 5 6 7 8 Incorporation Date Company Category G - Guarantee S - Share B - Limited By Share and Guarantee U -Unlimited Company Old Name Company Name Changes Date 9 Winding Up Type O - court order M - members C - creditors S - strike off 10 Company Type R –Private U - Public No. Description ROC4-BUSINESS CODE 1 Company No 2 Business Object Code 3 Priority No. Description ROC5-COMPANY OFFICER 1 2 Company No Person ID Type 3 Person ID 11 company country 4 Officer Name 12 Nature of Business 5 Birth Date 6 Officer Address1 No. Description ROC2-REGISTERED ADDRESS 1 Company No 2 Registered Address1 3 Registered Address2 4 Registered Address3 5 Registered Address Town 6 Registered Address State Code 7 Registered Address Postcode 7 Officer Address2 8 Officer Address3 9 Officer Address Postcode 10 Officer Address Town 11 Officer Address State Code 12 Officer Designation Code 13 Officer Start Date 14 Officer Resign Date No. Description ROC6-SHAREHOLDERS 1 Company No 2 Person ID Type 3 4 Person ID Shareholder Name 5 6 Birth Date Total share No. Description ROC7-CHARGES 1 Company No 2 charge No 3 Charge amount 4 5 6 7 8 date charge chargee name chargee id charges status date form 40 No. Description ROC8-SHARE CAPITAL 1 company no 2 authorised capital 3 4 5 6 7 8 9 10 11 number of shares nominal value number of shares nominal value other numbers of shares other nominal value ordinary issued cash ordinary issued non cash ordinary issued nominal 12 13 14 15 16 17 issued cash issued non cash issued nominal other issued cash other issued noncash other issuednominal No. Description ROC9-BALANCE SHEET 1 2 Company No Audit Firm No 3 Auditor (Audit Firm Name) 4 Audit Firm Address 1 5 Audit Firm Address 2 6 7 Audit Firm Address 3 Audit Firm Address Postcode 8 Audit Firm Address Town 9 Audit Firm Address State Code 10 Date of Tabling 11 Account Type: N-Not Consolidated, YConsolidated 12 Financial Year End Date 13 Financial Report Type: Y-Unqualified, N-Qualified No. Description ROC10-PROFIT & LOSS 1 Company No 2 Account Type: N-Not Consolidated, YConsolidated Financial Year End Date 3 4 5 Financial Report Type: Y-Unqualified, N-Qualified Revenue 6 Revenue 7 Profit / (loss) before tax 8 Profit / (loss) after tax 9 10 Minority Interests (Income Statement) 11 profit shareholder 12 prior adjustment 13 Net dividend 14 transferred 15 others 16 inappropriate profitcf 17 gross dividend rate 18 inappropriate profitbf 14 Non-current Assets 15 Total Investment 16 Current Assets 17 other asset 18 Contingent Liability 19 20 Share Capital share premium 21 Unappropriated Profit 1 Company No 22 Minority Interests (Balancesheet) 2 23 Share Application Account 24 Long time deffered Liability formType 557 - account 558 - exempted document date 25 Current Liabilities No. Description ROC11-DOCUMENT LODGE INFO 3 41 3. SSM’S CUSTOMIZED CORPORATE AND BUSINESS INFORMATION DATA (CBID) (Cont.) MIX & MATCH YOUR DATA WITH CBID DATA SCHEME (BUSINESS) ROB1 – BUSINESS PROFILE ROB2-OWNERSHIP INFO ROB3-BUSINESS CODE ROB4-BRANCH INFO 1 Registration No. 1 Registration No. 1 Registration No. 1 Registration No. 2 Check Digit 2 Check Digit 2 Check Digit 2 Check Digit 3 Business Name 4 Reference No 3 Business Name 4 Owner Name 3 Business Name 4 Business Code 3 Business Name 4 Address Business Name Type (Trade Name / 5 Individual Name) 6 Business Start Date 5 Owner Address 5 Malay Desc 5 Town 6 Owner Address Town 6 English Description 6 Postcode 7 Owner Address Postcode 7 State 8 Owner Address State 9 IC Colour 8 Branch Status 7 Date Of Expiration 8 Date Of Registration 9 Business Description 10 Business Status 11 Number Of Owner 12 Termination Date 13 Latest Amendment Date 14 Main Address 15 Main Town 16 Main Address 17 Main Postcode 18 Main State Code 19 Postal Address 20 Postal Postcode 21 Postal State Code 10 Other IC Colour 11 Old IC/ ID No 12 Id Card Type 13 New IC 14 Date Of birth 15 Gender 16 Race 17 Other Race 18 Nationality 19 Status 20 Amendment Type 21 Designation 22 Owner Start Date Owner Resign Date (If Status Not 23 Active) 42 3. SSM’S CUSTOMIZED CORPORATE AND BUSINESS INFORMATION DATA (CBID) (Cont.) COMPANY AND BUSINESS – MALAYSIA STANDARD INDUSTRY CLASSIFICATION 2008 43 3. SSM’S CUSTOMIZED CORPORATE AND BUSINESS INFORMATION DATA (CBID) (Cont.) FEE Company information fee is regulated under Companies Act 1965, second schedule Rule 31A Business information fee is regulated under Registration of Businesses Act 1956, second schedule Rule 14 Summary of fee according to the act: Types of Data Information Fee Company Min RM100, more than 50 pages RM 2 per page Business Min RM100, more than 10 pages RM 10 per page Company Min RM100, more than 50 pages RM 2 per page Business Min RM100, more than 10 pages RM 20 per page Listing Statistic 44 3. SSM’S CUSTOMIZED CORPORATE AND BUSINESS INFORMATION DATA (CBID) (Cont.) DEPARTMENT OF STATISTICS MALAYSIA • Memorandum of Understanding (MoU) on 15 April 2009 for 5 years. • Renew the MoU for another 3 years until 14 April 2017. • The scope: – Input on developing Malaysia Standard Industrial Classification (MSIC); – Work together to ensure SSM applied the latest MSIC; – SSM supply information through various channel including electronically; and – Training and briefing to both officers in relevant areas such as data collection and classification of industries. 45 3. SSM’S CUSTOMIZED CORPORATE AND BUSINESS INFORMATION DATA (CBID) (Cont.) DEPARTMENT OF STATISTICS MALAYSIA • Started buy corporate and business information through CBID in 2012, in text format file/excel (softcopy) in CD. Information provided by SSM are based on specification information required by DOSM. • Information acquired by DOSM is referring to corporate and business information in form of list and statistics. • Type of info required is based on current requirement by DOSM. • DOSM only purchase information when needed. Data requirements are different for each year according to the study being conducted. 46 3. SSM’S CUSTOMIZED CORPORATE AND BUSINESS INFORMATION DATA (CBID) (Cont.) SAMPLE LIST OF COMPANIES 47 3. SSM’S CUSTOMIZED CORPORATE AND BUSINESS INFORMATION DATA (CBID) (Cont.) SAMPLE LIST OF BUSINESSES 48 3. SSM’S CUSTOMIZED CORPORATE AND BUSINESS INFORMATION DATA (CBID) (Cont.) SAMPLE OF STATISTICS TOTAL COMPANY BY SECTOR Sector Agriculture, forestry and fishing Mining and quarrying Manufacturing Electricity, gas, steam and air conditioning supply Water supply; sewerege, waste management and remediation activities Construction Wholesale and retail trade; repair of motor vehicles and motorcycles Transportation and storage Accommodation and food service activities Information and communication Financial and insurance/takaful activities Real estate activities Professional, scientific and technical activities Administrative and support service activities Education Human health and social work activities Arts, entertainment and recreation Other service activities Business Sector No of Business 93,783 2,939 160,405 5,154 7,316 154,948 697,394 93,759 267,631 16,793 44,767 3,600 100,000 110,879 22,896 17,581 17,346 112,580 1,929,771 49 3. SSM’S CUSTOMIZED CORPORATE AND BUSINESS INFORMATION DATA (CBID) (Cont.) OUR CLIENTS 50 3. SSM’S CUSTOMIZED CORPORATE AND BUSINESS INFORMATION DATA (CBID) (Cont.) Data records of SSM companies and businesses are subject to the provisions of law under the Companies Act 1965 and Registration of Businesses Act 1956. Data record of companies and businesses registered in Malaysia are dependent on the documents lodged by the company and the business itself. 51 PUBLIC SERVICE DELIVERY: OUR COMMITMENT 52 4. MyCoID • Single corporate identity number • Simultaneous registration with participating agencies • Online companies incorporation via MyCoID Portal 53 4. MyCoID New Registration User Authentication Digital Forms Payment Gateway Participating Agencies Common Application Platform Portal 54 5. ADDITIONAL BUSINESS FRIENDLY SERVICES EzBiz BUSINESS REGISTRATION RENEWAL KIOSK EzBiz kiosk provides self-service, userfriendly touch screen transaction interface for renewal of business registration. 55 5. ADDITIONAL BUSINESS FRIENDLY SERVICES MOBILE BUSINESS REGISTRATION COUNTER SSM’s mobile business registration counter utilizes mobile internet connectivity in reaching out to serve the business community. 56 THANK YOU