The Registrar of Companies updated Checklists 1 to 8 accompanying the Guidelines on Company Limited by Guarantee in Malaysia on April 14, 2023.
The majority of the amendments made to the checklists are of a clerical or typographical nature.
However, there were significant changes introduced to Checklist 3, which pertains to the requirements for applying for the approval of the Minister or the Registrar for the appointment of a Director or Trustee of a Company Limited by Guarantee (CLBG).
Checklists 1 to 8 can be downloaded by clicking the attachment below:-
We encourage readers to read the full context for a better understanding.
What is Company Limited by Guarantee in Malaysia all about?
A Company Limited by Guarantee in Malaysia refers to a type of legal entity that can be incorporated under the Malaysian Companies Act 2016.
It is defined as a company formed on the principle of having the liability of its members limited by the constitution to the amount they undertake to contribute to the company's assets if it is wound up.
Unlike a typical company with a share capital, a Company Limited by Guarantee does not have shares or shareholders who own the company.
Here are some key points regarding a Company Limited by Guarantee (CLBG) in Malaysia:
Types of CLBG:
CLBG can be categorised into two types based on their names:
CLBG without the word "Berhad" or "Bhd": These are public companies limited by guarantee.
CLBG with the word "Berhad" or "Bhd": These are public companies limited by guarantee but specifically incorporated for professional and learned societies.
Objects of CLBG:
A CLBG can be formed for various purposes, including but not limited to:
Providing recreation or amusement
Promoting commerce and industry
Promoting art
Promoting science
Promoting religion
Promoting charity
Promoting pension or superannuation schemes
Promoting any other objects useful for the community or country, such as environment, health, education, research, social, or sports.
Name of CLBG:
The names of CLBG can include terms like Foundation (Yayasan), Institute (Institut), Academy (Akademi), Corporation (Badan), Alliance (Gabungan), Federal (Persekutuan), Chamber (Dewan), Council (Majlis), Fund (Tabung), Memorial (Peringatan), and Centre (Pusat).
However, CLBGs with "Berhad" or "Bhd" are not allowed to use the word "Foundation (Yayasan)" as part of their name. Additionally, terms such as Association (Persatuan), Union (Kesatuan), and Society (Pertubuhan) are not permitted.
Constitution:
A Company Limited by Guarantee must have a constitution, which must be submitted to the Registrar upon the application for incorporation.
The CLBG may adopt the model constitution prepared by the Registrar. Any amendments to the constitution must receive prior approval from the Registrar.
Founder or Director Requirement:
The founder or director of a CLBG must be a person who is fit and proper and not disqualified under the Companies Act 2016. The Registrar considers factors such as the founder or director's experience, qualification, competency, reputation, character, and integrity. Additionally, security vetting may be conducted on potential founders or directors.
It's important to note that the provided information is based on the guidelines and regulations governing Companies Limited by Guarantee in Malaysia as of my knowledge cutoff in September 2021. For more detailed and up-to-date information, you should refer to official sources such as the Companies Commission of Malaysia (SSM) or consult a legal professional specialising in Malaysian company law.
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