SDN BHD 需要关注的事项 (更新于#1,4,5,10)

ks_w

私人有限公司是马来西亚最普遍的公司结构。一个私人有限公司的形成主要原则是为了限制各股东的债务，那就是只限他们本身还未支付的公司股份数额。注册或成立一个私人有限公司，可以以最小RM100K的注册资本及RM2的实收资本。

谁可以成为SDN BHD的股东及董事?
- 必须是18岁及以上
- 不是破产人士/已获解除
- 任何人不论是否在马来西亚，因为以下任何罪行而被定罪：-
   a) 与推广，成立或管理企业方面;
   b) 涉及欺诈或不诚实行为的定罪，判处监禁3个月或以上;或
   c) 根据第132条，根据第132A条或303，在宣誓的5年期间:
- 在他的任命的前5年内，任何人不得因任何上述罪行被监禁。
- 至少有2名董事，需有在马来西亚住址


外国人可以成为Sdn Bhd董事吗？
只要符合上述的要求，外国人能成为SDN BHD的董事


向税务局(LHDN)登记
凡公司开始运作;他们需要申请的税务档案登记。但是，如果公司处于dormant状态，就不需要登记。

对于一个企业或公司拥有员工subject to Schedular Tax Deduction (STD)，都需要一个税务档案登记。


向公积金局(KWSP)登记雇员的EPF
Section 41 (1) of the EPF Act 1991 – 雇主在聘请职员即必须在7天内向公积金局登记。

公司一旦有支付给董事或职员（如奖金，津贴，佣金，任何酬金，董事的工资等），都必须向KWSP登记。某一个月的所有contribution必须在或在下个月的15日之前缴交。

Payments Liable For EPF Contribution
Generally, all remuneration due to an employee is wages and shall be subject to the EPF contributions. Examples of such payments include:
• Salary
• Payment for unutilised leave;
• Bonuses;
• Allowances;
• Commission;
• Arrears of wages;
• Wages for maternity leave;
• Wages for study leave;
• Wages for half pay leave; and
• Directors' salary (as an employee).

Payments Not Liable For EPF Contribution
List of Payments which do not form part of the definition of "Wages" and shall not subject to the EPF contributions include:
• Service charges;
• Overtime payment;
• Gratuity;
• Directors' fee;
• Retirement benefits;
• Payment in lieu of notice of termination of employment;
• Retrenchment, temporary and lay-off termination benefits; and
• Any travelling allowance or the value of any travelling concession.

Any employer who fails to contribute for his/her workers can be convicted under the following sections:

Section 43 (2): Any employer who fails to contribute to the EPF Board on behalf of any employee in respect of any month within 15 days of the contribution month due has committed an offence and if convicted can be jailed up to three years or fined up to RM10,000 or both.

Section 48 (3): Any employer who deducts an employee's contributions from the employee's wages and then fails to remit the said deductions or any part thereof to the EPF has committed an offence and if convicted can be jailed up to six years and fined up to RM20,000 or both.

Penalties and Late Payments
Late payments of EPF contributions are subject to penalties in the form of:
(i) Interest
A fine in the form of penalty interest will be imposed on late contributions. Subject to a minimum of RM10, interests are calculated and rounded up to the next multiple of RM10 for each month or part thereof.

(ii) Dividend
The employers will also be required to pay the dividend that is accrued on contributions received late for each month according to the rate approved by the EPF Board for the relevant year.


向社会保障机构(Social Security Organisation)注册
Employee’s Security Act, 1969 - 雇主必须强制注册任何雇员，月薪低于RM3000，无论这些雇员的就业状况是永久的，暂时的，或散工。某一个月的所有contribution必须在或在下个月底之前缴交。

An employer can be prosecuted and charged up to RM10,000 or jailed up to 2 years or both for not to register/contribute.

Contribution rates are based on employee's wages including overtime, commission, service charge, paid annual leave, sickness, maternity, rest day, public holiday, incentive, subsistence, housing and others. All payments calculated either hourly, daily, weekly, monthly or by task are considered wage.
An employer is liable to pay monthly contributions not later than the last day of the following month. For example, for the month of January, contributions must be paid by 28th of February. If payment is made after that date interest shall be charged and the rate is 6 % per annum in respect of each day of default. If the interest is less than RM5, then the amount to be paid for that month is RM5.


公司账目
根据1965年公司法，公司的董事需要负责以及确保其有关公司的会计及其他有关的记录妥善保管。会计记录都必须在完成交易的60天内做好。

公司的任何董事如果没有采取合理步骤，以确保公司遵守上述规定可被判入狱3年或RM5,000的罚款。


必须保留会计记录到什么时候呢？
根据1965年公司法，每家公司及其董事必须保持7年的会计和其他记录以便能解释公司的财政状况及交易。

[ 本帖最后由 ks_w 于 4-12-2009 10:54 PM 编辑 ]

单恋一枝花

很多公司都中， 不过是可以appeal 的。

presario2100

只有ACCOUNT有問題的公司才會中，就是ACCOUNT有問題所以遲遲出不來，搞到AGM的時候沒辦法LAYout，就算到AAGM，Director還是交不出，最后中Penalty。

見慣不怪，習慣就好。

ks_w

什么时候需要呈上“经审核的财务报表”(audited financial statements)
为每历年，董事须在股东周年大会上呈上经审核的财务报表。经审核的财务报表到会议的日期是不得超过6个月的。

不呈交经审核的财务报表所需要承担的罚款
很多的SDN BHD都有迟交或不lay out在其年度大会（AGM）经审计的财务报表。针对这类的情况，最近，SSM已发出罚单给每一位公司董事以及公司本身的。一般每一个年度的罚款如下：

(A) 对于公司每一位董事： -

Sec 143(1)	Fail to have an annual general meeting (AGM) in every calendar year	RM500
Sec 165(4)	Fail to file in the annual return (AR) after its AGM	RM200
Sec 169(1)	Fail to table its annual audited financial statements	RM3,000

(B) 对于公司本身： -

Sec 143(1)	Fail to have an annual general meeting (AGM) in every calendar year	RM500
Sec 165(4)	Fail to file in the annual return (AR) after its AGM	RM200

Resign as directors
Director是不可以辞职的，要是他的辞职离开导致公司是少于2名director，或没有任何director。因此，最后2位公司的director不得辞职的。但是，如果这人已丧失由该公司法或公司章程规定的董事(disqualified from being a director by the provision of the Act or the Articles)，就可让他辞职，不论他是最后2名director之一，因为继续任职，即属违法。

公司的税率(从YA2009起)
公司的实收资本不超过RM2,500,000
- On first RM500,000 - 20%
- Subsequent Balance - 25%

公司的实收资本不低于RM2,500,000 – 25%


Tax Estimation(递交CP204表格)
一个现有的公司必须在一开始的课税年度不少过30天前，提供估计应缴税款。不过，如果该公司是刚开始营业的，必须在3个月开始营业之内提供估计应缴税款。

自YA2006年起，该公司为本年度的应缴税款应不低于上一个课税年度修订预算应缴的85%。如果上一个课税年度没有提供修订估计，本年度的税收估计应不低于上一个课税年度应缴的85％。

要是一家刚开始营业的公司，第一个课税年度的估计应缴税款是可以更据当年公司的估计利润为基础支付。第一年的估计税款将是为下一个课税年度的评税估计的基础。

提交所得税申报表的截止日期
应在7个月后的会计期间，提交Form C。


Tax Payment
Penalty for Late Payment
If the balance of tax payable is not paid by the due date, a penalty of 10% will be imposed on the outstanding amount. If the tax payable and penalty is still outstanding within 60 days from the due date, an additional penalty of 5% will be imposed on the tax and penalty outstanding.

Appeal on Penalty
An appeal in writing within 30 days from the statement of account can be submitted to the relevant branch (Collections Unit), if the company does not agree with the late payment penalty imposed.

The company has to pay its tax liability first irrespective of any appeal.

ks_w

INCOME TAX ACT 1967 (ACT 53)
PART III - ASCERTAINMENT OF CHARGEABLE INCOME
Chapter 4- Adjusted income and adjusted loss

Section 39. Deductions not allowed.

(1) Subject to any express provision of this Act, in ascertaining the adjusted income of any person from any source for the basis period for a year of assessment no deduction from the gross income from that source for that period shall be allowed in respect of-

(a) domestic or private expenses;

(b) any disbursements or expenses not being money wholly and exclusively laid out or expended for the purpose of producing the gross income;

(c) any capital withdrawn or any sum employed or intended to be employed as capital;

(d) any amount in respect of any payment to any pension, provident savings, widows and orphans or other similar fund or society which is not an approved scheme;

(e) any expenditure incurred in relation to a business, being expenditure which is-


(i) qualifying mining expenditure for the purposes of Schedule 2;

(ii) qualifying expenditure, qualifying agriculture expenditure or qualifying forest expenditure for the purposes of Schedule 3;

[Ins. Act 364:s.5]

(iii) qualifying prospecting expenditure for the purposes of Schedule 4; or

[Ins. Act 364:s.5]

(iv) qualifying farm expenditure for the purposes of Schedule 4A,

[Ins. Act 364:s.5]

and which but for this paragraph would be deductible in ascertaining the adjusted income from the business;

(f) interest or royalty derived from Malaysia from which tax is deductible under section 109, if tax has not been deducted thereform and paid to the Director General in accordance with subsection (1) of that section:

[Am Act 241:s.10]

Provided that this paragraph shall not apply if the payer has paid the amount referred to in subsection (2) of that section.

[Ins. Act 557:s.9]

(g) any sum, by whatever name called, payable (otherwise than to a State Government or with the approval of the Minister, a statutory authority, or other body the capital or fund of which is wholly or substantially owned by a State Government or a statutory authority) for the use of a licence or permit to extract timber from a forest in Malaysia;

[Am. Act 241:s.10]

(h) (repealed by Act 619:s.5)

[Ins. Act 578:s.10]

(i) any contract payment from which tax is deductible under section 107A, if tax has not been deducted therefrom and paid to the Director General in accordance with subsection (1) of that section:

Provided that this paragraph shall not apply if the payer has paid the amount referred to in subsection (2) of that section;

[Ins. Act 557:s.9]

(j) any payments from which tax is deductible under section 109B, if tax has not been deducted therefrom and paid to the Director General in accordance with subsection (1) of that section;

Provided that this paragraph shall not apply if the payer has paid the amount referred to in subsection (2) of that section.

[Ins. Act 557:s.9]

(k) any sum paid by way of rentals in respect of a motor vehicle, other than a motor vehicle licensed by the appropriate authority for commercial transportation of goods or passengers, in excess of fifty thousand ringgit:

Provided that if the motor vehicle has not been used by any person for any purpose prior to the rental and the total cost of the motor vehicle does not exceed one hundred and fifty thousand ringgit, any sum paid by way of rental in excess of one hundred thousand ringgit:

Provided further that the maximum amount of deduction in respect of the rentals of such motor vehicle in the year of assessment and subsequent years of assessment shall not in the aggregate exceed fifty thousand ringgit or one hundred thousand ringgit, as the case may be, in respect of that motor vehicle;

[Subs. Act 619:s.5]

(l) any expenses incurred in the provision of entertainment including any sums paid to an employee of that person for the purpose of defraying expenses incurred by that employee in the provision of entertainment:

Provided that this paragraph shall not apply to the following expenses:

(i) the provision of entertainment to his employees except where such provision is incidental to the provision of entertainment for others;

(ii) the provision of entertainment by a person who carries on a business which consists of or includes the provision for payment of entertainment to clients or customers of that business and that entertainment is provided for payment by the clients or customers in the ordinary course of that business;

(iii) the provision of promotional gifts at trade fairs or trade or industrial exhibitions held outside Malaysia for the promotion of exports from Malaysia;

(iv) the provision of promotional samples of products of the business of that person;

(v) the provision of entertainment for cultural or sporting events open to members of the public, wholly to promote the business of that person; or

(vi) the provision of promotional gifts within Malaysia consisting of articles incorporating a conspicuous advertisement or logo of the business; or

[Ins. Act 531:s.7]

(m) notwithstanding subparagraph (l)(i), any expenditure incurred in the provision of a benefit or amenity to an employee consisting of a leave passage within or outside Malaysia.

[Ins. Act 364:s.5]

(2) It is hereby declared that section 33, except in so far as it relates to expenses of the kind specified in paragraph (1) (a) to (d) thereof, is not an express provision of this Act within the meaning of this section.

单恋一枝花

原帖由 ks_w 于 15-11-2009 10:41 AM 发表
有什么lubang吗？要怎么appeal呢？

写信给officer 就可以了。

问题学生

请问审计师/公司秘书是什么？？怎么要的？？

mmm0924

想知道enterprise的罚款会几多呢？

mmm0924

想知道enterprise的罚款会几多呢？

ks_w

DUTIES AND RESPONSIBILITIES OF COMPANY DIRECTORS

WHAT ARE THE DIRECTORS’ POWERS, DUTIES AND RESPONSIBILITIES?

• The directors’ are responsible for the management of the company.
  While their powers can be restricted by the company's articles they can in most cases can do anything that the company can do.
  With these powers come responsibilities.
  
  
  
• Since the directors’ can act as and for the company, they must ensure that the company does everything that is is obliged to do by law and that the decisions they make are in the best interests of the company (i.e. the shareholders as a whole).
  
  
• Directors’ must :-
  
  • Carry out duties diligently and honestly
  • Not carry on the business with intent to defraud creditors or for any fraudulent purpose
  • Not knowingly allow the company to trade while insolvent. Directors’ who do so may have to pay for the debts incurred while insolvent
  • Not knowingly deceive the shareholders
  • Have a regard for the interests of employees in general
  • Comply with the requirements of the Companies Acts, such as the preparation and circulation of accounts to the members and submission to Registrar of Companies within the time allowed

RESPONSIBILITIES OF DIRECTORS’

• Responsibilities of directors’ and managers of a Company are to ensure accounting records and other documents related to the transaction and financial position of the Company are properly record and to enable production of true and fair view of profit and loss accounts, balance sheets and other necessary document.
  
  
• For company with subsidiaries the directors’ must make sure that the financial year of each of its subsidiaries coincide the holding company’s financial year within two years after any corporation becomes subsidiaries unless application is made to SSM to have the subsidiaries with different financial year.
  
  
• At every annual general meeting of the company, the directors’ requested to present before the company once in every calendar year an audited accounts made for the period since the proceeding accounts made up to a date not more than 6 months before the date of the meeting.
  
  
• To prepare a report in accordance with a resolution of the directors’ to be attached to every balance sheet laid before the company in general meeting.
  

QUICK SUMMARY

• Every director must act honestly at all times and reasonable in performing duties of his office
  
  
• Cannot misuse information obtained by virtue of his office to gain advantage for himself directly of indirectly
  
  
• Cannot make improper use of any unpublished price sensitive information to gain personal benefit
  
  
• To make a disclosure or notice to the shareholding and change thereof
  
  
• Must disclose his interest in the contract or proposed contract made by the company
  
  
• Must make sure that the minutes book and register of members of the company kept up to date
  
  
• Responsible for holding of AGM or EGM
  
  
• Registration of certain resolutions and agreements
  
  
• Make sure the Annual Return is prepared and lodged to SSM
  
  
• Responsible for keeping proper accounting records
  
  
• Responsible for circulation of accounts, balance sheet and directors’ report and etc, to members
  
  
• Responsible for appointment of first auditors
  
  
• Responsible for complying the SSM’s instruction to change the company name
  
  
• Responsible for complying with the restriction, limitation or prohibition of private company
  
  
• Responsible for registration of transfer of shares and issuing of share certificates
  
  
• Responsible for maintaining registered office
  
  
• Responsible for publication of company name and company number
  
  
• Responsible for appointment qualified person as secretaries
  
  
• Responsible for in the case of voluntary winding up, it is the duty and responsibilities of the director to make a declaration of solvency
  
  
• Responsible for make sure that the payment of dividends are out of profit only
  
  
• Responsible for registration of charges

ks_w

enterprise是不需要呈报财务报表的。只需要每年的6月之前做好财务报表，然后呈报Form B给税务局就可以了。

原帖由 mmm0924 于 24-11-2009 02:59 PM 发表
想知道enterprise的罚款会几多呢？

问题学生

那么公司秘书是一个人来的？？是我们公司的代表？？

审计师是查我们的财务报表的部门？？不是我们自己的公司部门??
paiseh...ask alot question

ks_w

是的,公司秘书是一个人。在这公司的职位叫做公司秘书

审计师是一个independent独立的单位。不属于公司的员工/部门。是公司appoint（under the requirement of companies act,1965)的。

原帖由 问题学生 于 25-11-2009 01:58 PM 发表
那么公司秘书是一个人来的？？是我们公司的代表？？

审计师是查我们的财务报表的部门？？不是我们自己的公司部门??
paiseh...ask alot question

问题学生

谢谢 明白了。。。。
你在KL工作？？下次喝茶 ？？？

ks_w

嗯，在PJ的。好啊，你请吗？

原帖由 问题学生 于 26-11-2009 06:52 PM 发表
谢谢 明白了。。。。
你在KL工作？？下次喝茶 ？？？

心心公主

什么是AGM? 小型的SDN BHD 需不需要有AGM?

unique_chin

是的,公司秘书是一个人。在这公司的职位叫做公司秘书

审计师是一个independent独立的单位。不属于公司的 ...
ks_w 发表于 25-11-2009 03:39 PM

    补充一下。。。通常小公司都会直接请secretarial firm/ accounting firm 担任公司秘书，
在这个情况下公司秘书就不是公司的职员了。。。。
只有大机构的公司才会自雇公司秘书

unique_chin

什么是AGM? 小型的SDN BHD 需不需要有AGM?
心心公主 发表于 15-12-2009 04:02 PM

AGM是年度大会/股东年会,
至少每一年都要举办一次,相隔不可超过15个月
只要是Sdn Bhd,不论公司大型或小型都必须有AGM

ks_w

是的。通常只有大的上市公司会有in house的company secretary.

补充一下。。。通常小公司都会直接请secretarial firm/ accounting firm 担任公司秘书，
在这 ...
unique_chin 发表于 15-12-2009 09:37 PM

ks_w

如果是刚成立的公司，第一次的AGM不可超过18个月。

AGM是年度大会/股东年会,
至少每一年都要举办一次,相隔不可超过15个月
只要是Sdn Bhd,不论公司大型 ...
unique_chin 发表于 15-12-2009 09:43 PM