Company Limited by Guarantee - Submission of Applications

Updated: Dec 10, 2020

Applying for approval to appoint director / trustee of a Company Limited by Guarantee (CLBG)? Applying for approval to amend constitution for Company Limited by Guarantee (CLBG)? Applying for approval to hold, acquire, charge, mortgage, sell, lease or dispose land or property by a Company Limited by Guarantee (CLBG)? Applying for approval to solicit donation from the public by a Company Limited by Guarantee (CLBG)? Applying for approval to pay salaries, fees, fixed allowances & other benefits to the director of a Company Limited by Guarantee (CLBG)? Applying for approval to hold subsidiary company by a company limited by guarantee (CLBG)?


1. APPLICATION FOR APPROVAL TO APPOINT DIRECTOR / TRUSTEE OF A COMPANY LIMITED BY GUARANTEE (CLBG)


A. APPLICATION FEE


Payment of the required fee of either:


(a) RM300 - Approval by Minister – only applicable to CLBGs licensed with conditions issued by the Minister or CLBG which the Constitution provided that such an application must be approved by the Minister; or


(b) RM100 - Approval by Registrar – applicable to all other CLBGs which do not fall under above.


Application must be accompanied with Section 45 Form


- Application by CLBG for Minister’s approval (existing CLBG - appendix C); or

Application by CLBG for Registrar’s approval (appendix B).


B. DOCUMENTS TO BE ENCLOSED


1. Application letter


Contents of the application letter:


· The purpose and reasons for the appointment of the new director.


· Main activities of the CLBG.


2. A copy of the Notice of Registration / Certificate of Incorporation (Form 8) under CA 1965


3. A copy of CLBG’s Constitution.


4. . A copy of the licence under CA 2016 / a copy of licence pursuant to CA 1965 (Form 15) and the licence conditions (if applicable).


5. A copy of identification card (IC) / passport of the proposed director.


6. The biodata, qualification and experience in charity activities for each of the proposed director.


7. A copy of the Directors’ Resolution pertaining to the approval for the appointment of the new director to be signed by a Director and a Company Secretary.


8. A declaration from a person before appointment as a director pursuant to section 201 CA 2016 / Form 48A (CA 1965).


9. An approval letter from the Director General of the Inland Revenue Board of Malaysia to the CLBG relating to this application (for CLBG with tax exemption under subsection 44(6) of the Income Tax Act 1967).


10. A copy of an approval letter from the Director General of the Inland Revenue Board of Malaysia to the CLBG for tax exemption under subsection 44(6) of the Income Tax Act 1967 (if applicable).


11. A statutory declaration that in making this application, the CLBG has complied with all requirement of the CLBG’s current Constitution.


2. APPLICATION FOR APPROVAL TO AMEND CONSTITUTION FOR COMPANY LIMITED BY GUARANTEE (CLBG)


A. APPLICATION FEE


Payment of the required fee of either:


(a) RM300 - Approval by Minister – only applicable to CLBGs licensed with conditions issued by the Minister or CLBG which the Constitution provided that such an application must be approved by the Minister; or


(b) RM100 - Approval by Registrar – applicable to all other CLBGs which do not fall under above.


Application must be accompanied with Section 45 Form -


Application by CLBG for Minister’s approval (existing CLBG - appendix C); or

Application by CLBG for Registrar’s approval (appendix B).


B. DOCUMENTS TO BE ENCLOSED


1. Application letter


Contents of the application letter:


· The purpose and reasons for amendment of the Constitution.


· The main activities of the CLBG.


· To notify whether any amendment has been made before.


2. A copy of the Certificate of Incorporation (Form 8) / Notice of Registration.


3. A copy of the current CLBG’s Constitution (without amendment).


4. A copy of the CLBG’s Constitution inclusive of amendment.


5. A copy of the licence under CA 2016 / a copy of the licence pursuant to CA 1965 (Form 15) and the licence conditions (if applicable).


6. Special Resolution of the CLBG by members, passed at a General Meeting pertaining to the approval for the amendment of the Constitution to be acknowledged by a Director and a Company Secretary.


7. A copy of Appendix A.


8. A copy of Appendix B. Each amendment is required to be clarified by taking into account the following:


ü Purpose / Reason

ü Justification

ü The impact before and after the amendment

ü Contradiction with CA 2016.


9. One compact disc (CD) containing Appendices A & B in Microsoft Words format.


10. An approval letter from the Director General of the Inland Revenue Board of Malaysia to the CLBG relating to an application by the CLBG for amendment of Constitution (for CLBG with tax exemption under subsection 44(6) of the Income Tax Act 1967).


11. A copy of an approval letter from the Director General of the Inland Revenue Board of Malaysia to the CLBG for tax exemption under subsection 44(6) of the Income Tax Act 1967 (if applicable).


12. A statutory declaration that in making this application, the CLBG has complied with all requirement of the CLBG’s current Constitution.


3. APPLICATION FOR APPROVAL TO HOLD, ACQUIRE, CHARGE, MORTGAGE, SELL, LEASE OR DISPOSE LAND OR PROPERTY BY A COMPANY LIMITED BY GUARANTEE (CLBG)


A. APPLICATION FEE


A payment of RM300 as the required fee for:


· approval by the Minister; and

· each land.


Application must be accompanied with Section 45 Form - Application by CLBG for Minister’s approval (appendix A) together with the payment.


B. DOCUMENTS TO BE ENCLOSED


1. Application letter


Contents of the application letter:


· Reasons or purpose to hold, acquire, charge, mortgage, sell, lease or dispose the land (inclusive of real property).


· If the transaction is for the holding of land, to explain the source of funds, the manner of land settlement and payment arrangement.


· Price / value of the land.


· Main activities of the CLBG.


2. 4. A copy of the Notice of Registration under CA 2016 / Certificate of Incorporation (Form 8) under the Companies Act 1965 (CA 1965).


3. A copy of the CLBG’s Constitution.


4. A copy of the licence under CA 2016 / a copy of licence pursuant to CA 1965 (Form 15) and the licence conditions issued (if applicable).


5. List of lands that the CLBG currently owns. An explanation on the current status of each land / property, the current usage and the development that has been made over the land.


6. Description of the land in both Malay and English languages. This description must be similar with the information contained in the agreement / deed of gift / master title / strata title / other supporting documents (as an Appendix).


7. A copy of stamped agreement / deed of gift / other supporting documents relevant to the land transaction.


8. A copy of title / master title / strata title / other supporting documents relevant to the land transaction. Please ensure that the title of the land is free from any restriction, charges, caveat and others.


9. Audited Financial Statements of the CLBG for the last two (2) years. For the purpose of purchase of land, a CLBG which has been incorporated for less than 2 years is not eligible to apply for this application.


10. Financial impact to the CLBG if it holds, acquires, charges, mortgages, sells, leases or disposes the land.


11. Directors’ Resolution pertaining to the approval to hold, acquire, charge, mortgage, sell, lease or dispose the land.


12. A statement on Arm’s Length Transaction by all directors / trustees confirming that they do not have any interest in the land transaction.


13. A copy of Valuation Report from a licenced Valuer. The valuation report must contain photos of the land.


14. An approval letter from the Director General of the Inland Revenue Board of Malaysia to the CLBG relating to this application (for CLBG with tax exemption under subsection 44(6) of the Income Tax Act 1967).


15. A copy of an approval letter from the Director General of the Inland Revenue Board of Malaysia to the CLBG for tax exemption under subsection 44(6) of the Income Tax Act 1967 (if applicable).


16. A statutory declaration that in making this application, the CLBG has complied with all requirement of the CLBG’s current Constitution.

4 APPLICATION FOR APPROVAL TO PAY SALARIES, FEES, FIXED ALLOWANCES & OTHER BENEFITS TO THE DIRECTOR OF A COMPANY LIMITED BY GUARANTEE (CLBG)


A. APPLICATION FEE


Payment of the required fee of either:


(a) RM300 - Approval by Minister – only applicable to CLBGs with license conditions issued by the Minister or CLBG which the Constitution provided that such an application must be

approved by the Minister; or


(b) RM100 - Approval by Registrar – applicable to all other CLBGs which do not fall under above.


Application must be accompanied with Section 45 Form -


Application by CLBG for Minister’s approval (existing CLBG - appendix C); or


Application by CLBG for Registrar’s approval (appendix B).


B. DOCUMENTS TO BE ENCLOSED


1. Application letter


Contents of the application letter:


· The purpose and reasons for the relevant payment to the director.

· Main activities of the CLBG.


2. A copy of the Certificate of Incorporation (Form 8) / Notice of Registration.


3. A copy of the CLBG’s Constitution.


4. A copy of the licence under CA 2016 / a copy of licence pursuant to CA 1965 (Form 15) and the licence conditions (if applicable).


5. List of the directors / independent directors.


6. List of the full time staff, the position and the job scope of the staff.


7. Current benefits of each director.


8. The job scope, duties and expertise of each director.


9. An agreement between the director and the CLBG for the payment of such salaries, fees, fixed allowances and other benefits to the director which contains:


· Amount of the salary, fee, fixed allowances and other benefits;


· A confirmation by the CLBG the proposed amount of the salaries, fees, fixed allowances and other benefits are reasonable.


· A confirmation that the members are satisfied that the payment to the director is for the purpose of achieving the object of the CLBG.


10. An acceptance letter from each director agreeing to receive the salaries, fees, fixed allowances and other benefits in the CLBG.


11. A consent letter from the government agencies / statutory body & others (if applicable).


12. A copy of the resolution by members at a general meeting pertaining to the approval for such payment of salaries, fees, fixed allowances and other benefits to the director and confirming that such payment to the director is for the purpose of achieving the object of the CLBG.


13. Audited Financial Statements of the CLBG for the last three (3) years. CLBG incorporated for less than 3 years are not eligible to apply for this application.


14. 3 years of yearly estimated/forecasted income and expenditure of the CLBG after such salaries, fees, fixed allowances and other benefits have been paid.


15. An approval letter from the Director General of the Inland Revenue Board of Malaysia to the CLBG relating to this application (for CLBG with tax exemption under subsection 44(6) of the Income Tax Act 1967).


16. A copy of an approval letter from the Director General of the Inland Revenue Board of Malaysia to the CLBG for tax exemption under subsection 44(6) of the Income Tax Act 1967 (if applicable).


17. A statutory declaration that in making this application, the CLBG has complied with all requirement of the CLBG’s current Constitution.


If you would like to know more, please contact Bestar.


5. APPLICATION FOR APPROVAL TO HOLD SUBSIDIARY COMPANY BY A COMPANY LIMITED BY GUARANTEE (CLBG)


A. APPLICATION FEE


1. Payment of the required fee of either:


(a) RM300 - Approval by Minister – only applicable to CLBG’s licensed with conditions issued by the Minister; or


(b) RM100 - Approval by Registrar – applicable to all other CLBGs which do not fall under above.


B. DOCUMENTS TO BE ENCLOSED


1. Application letter


Contents of the application letter:


· The purpose and reasons for holding the subsidiary company.

· Main activities of the CLBG.


2. A copy of the CLBG’s Certificate of Incorporation (Form 8) / Notice of Registration.


3. A copy of the CLBG’s Constitution.


4. A copy of the licence under CA 2016 / a copy of licence pursuant to CA 1965 (Form 15) and the licence conditions (if applicable).


5. A paperwork pertaining to the proposed holding of subsidiary company containing these matters:-


a) The justifications for holding the subsidiary company.


b) A copy of the Certificate of Incorporation (Form 8) / Notice of Registration of the subsidiary company.


c) The principal activities of the subsidiary company.


d) A copy of the subsidiary company’s constitution


e) The capital structure of the subsidiary company.


f) The composition of the subsidiary company’s Board of Directors and shareholders.


g) The financial impact to the CLBG if it holds the subsidiary company.


h) A detailed explanation on how the proceeds from the subsidiary company will be utilised and channelled back to the CLBG.


6. Members’ Resolution of the CLBG, passed at a General Meeting pertaining to the approval for holding a subsidiary solely for the purpose of achieving the objects of the CLBG.


7. Directors’ Resolution of the CLBG containing the approval for holding the subsidiary.


8. A statement that the registration/acquisition of a subsidiary company by the CLBG is carried out at arm’s length by all the directors / trustees of the CLBG and none of the director/trustee who is in any way, whether directly or indirectly, interested in the registration/acquisition exercise of the subsidiary company.


9. Directors’ Resolution of the subsidiary containing the approval for being a subsidiary to the CLBG (unless it is to be newly incorporated company).


10. A statement that none of the director / trustee who is in any way, whether directly or indirectly, interested in the subsidiary company. Any transaction carried out is for a proper purpose and in good faith in the best interest of the company.


11. Statutory Declaration by all of the directors / trustees of the CLBG confirming that the holding of subsidiary is only for the purpose of achieving the objects of the CLBG.


12. Audited Financial Statements of the CLBG for the last three (3) years. CLBG incorporated for less than 3 years are not eligible to apply for this application.


13. An estimated / forecasted income and expenditure for a period of 3 years for the holding company and subsidiary company commencing from the registration/acquisition of the subsidiary.


14. An approval letter from the Director General of the Inland Revenue Board of Malaysia to the CLBG relating to this application (for CLBG with tax exemption under subsection 44(6) of the Income Tax Act 1967).


15. A copy of an approval letter from the Director General of the Inland Revenue Board of Malaysia to the CLBG for tax exemption under subsection 44(6) of the Income Tax Act 1967 (if applicable).


16. A statutory declaration that in making this application, the CLBG has complied with all requirement of the CLBG’s current Constitution.


If you would like to know more, please contact Bestar.



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