Malaysia Company Services Agreement

Update time:2016-01-21  source:

THIS AGREEMENT IS MADE THIS BETWEEN TANNET (MALAYSIA) SDN BHD (COMPANY NO. 791880-W) of Unit 6.06, Level 6, Amoda 22, Jalan Imbi, 55100 Kuala Lumpur, Malaysia. (Hereinafter called “the First Party”) of the one part;

 

CHINA CHEMICAL ENGINEERING (M) SDN BHD (COMPANY NO.           ) of No. 19-1B, Jalan Prima 7, Pusat Niaga Metro Prima, Kepong, 52100 Kuala Lumpur, Wilayah Persekutuan. (Hereinafter called “the Second Party”) of the other part

 

WHEREAS:
(a) The First Party has been contracted by the Second Party to provide secretarial and company maintenance services for the Second Party.
(b) The Second Party is, on and from the______________, incorporated under the Malaysia Companies Act 1965.

 

NOW IT IS HEREBY AGREED AS FOLLOWS:
1. Fixing Financial Year End
1.1 Section 4 of the Companies Act 1965 defines “financial year” in relation to any corporation as the period in respect of which any profit and loss account of the company, laid before it at a general meeting is made up, whether that period is a year or otherwise. The decision to determine the financial year, including any changes thereof, is entirely at the discretion of the company.
1.2  That the Second Party financial year end be and is hereby fixed at ________ and _____________________, be appointed as First Auditors of the Company and That ____________________ be appointed as Tax Agent of the Company with immediate effect, at a fee to be mutually agreed upon by the Board of Directors, Auditor and the Tax Agent.

 

2. Annual General Meeting (AGM)
2.1 Section 143 of Companies Act 1965 states that a general meeting of every company to be called the "annual general meeting" shall in addition to any other meeting to be held once in every calendar year and not more than fifteen months after the holding of the last preceding annual general meeting, but so long as a company holds its first annual general meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year.

2.2 If default is made in holding an annual general meeting, the company and every officer of the company who is in default shall be guilty of an offence against this Act and subject to a penalty of five thousand ringgit and default penalty of one hundred ringgit.

2.3 The first Annual General Meeting of the Second Party to be held on or before _________ and subsequently an AGM to be convened in every calendar year at an interval of not more than 15 months from the date of the last preceding AGM.

 

3. Profit and Loss Account, Balance Sheet and Directors’ Report
3.1 Section 169 of Companies Act 1965 states that the directors of every company shall, at some date not later than eighteen months after the incorporation of the company and subsequently once at least in every calendar year at intervals of not more than fifteen months, lay before the company at its annual general meeting a profit and loss account for the period since the preceding account (or in the case of the first account, since the incorporation of the company) made up to a date not more than six months before the date of the meeting.

3.2 The aforesaid audited financial statements is required to be lodged with Companies Commission of Malaysia (CCM) within one (1) month from the date of 1st AGM, i.e., not later by____________, failing which, default penalties will be imposed on the Company by the CCM at the quantum subject to their discretion.

 

4. Annual Return
4.1 Section 165 of the Companies Act 1965 requires that an annual return shall be made up to the date of the annual general meeting of the Company in the year or to a date not later than the fourteenth day after the annual general meeting. The annual return signed by a director or by the manager or secretary of the Company shall be lodged with the CCM within one month after the annual general meeting.

4.2 The annual return made up to the date of the annual general meeting is required to be lodged together with the audited financial statement with CCM within one (1) month from the date of 1st AGM, i.e., not later by_____________, failing which, default penalties will be imposed on the Company by the CCM at the quantum subject to their discretion.

 

5. Appointment of Nominee Director(s)
5.1 The First Party has been contracted by the Second Party to provide services of nominee(s) to be the Director(s) of the Second Party.

5.2 In consideration of the premises to be performed herein by the parties hereto, the First Party shall nominate a suitable qualified nominee for the consent of the Second Party upon the execution of this Agreement, and the First Party’s nominee(s) hereby consents to be the Director of the Company for the purpose and duration until such time under this Agreement. (hereinafter referred to as the “Term”)
5.3 It is hereby mutually agreed by the parties that the First Party’s nominee(s) shall not be involved in the business operation of the Company and shall remain as passive director

5.4 The First Party shall be paid a service fee of ________ per nominee per annum payable yearly in advance for its nominee(s) to consent to become a nominee director(s) of the Company.

5.5 The First Party nor its nominee(s) director(s) shall not be entitled to any profits or dividends of the company other than the nominee fees payable in clause 5.4 above.
5.6 The First Party’s nominee(s)  shall act on the instructions of the Second Party and shall execute  any  documents  for  the  purpose  of management  and  administration  of  the business.
5.7 The duty of oversee the operations and running of the company should be on the responsibility of the Second Party.
5.8 A Pre-signed Resignation letter from the Nominee Director will be prepared to allow the ease of the termination of the Nominee Service.
5.9 The First Party shall undertake to inform the Nominee(s) of any event or change in circumstances which may affect his/her position as the Second Party Nominee Director.
5.10 The Second Party shall not give to the Nominee(s) any of his/its directors or officers instructions or directions which are unlawful under the Laws of Malaysia or any other place having jurisdiction over the Company or applicable in the place where such instructions are to be performed.
5.11 The First Party undertake to ratify and confirm whatever the Nominee(s) may do or purport to do or may have done in the performance of its powers and duties as our Nominee Director(s).
5.12 The Nominee(s) may revoke the nomination and cease providing any services at any time by giving the First Party notice in writing at the address last known to the Nominee and such notice shall take effect immediately.
5.13 The First Party and the Nominee Director(s) shall not be responsible for any compounds or penalty arising from non-compliance of the Laws of Malaysia and Companies Act, 1965.
5.14 The Second Party shall be responsible to monitor and contribute Employees Provident Fund and Social Securities Organization for the Company staff/workers.
5.15 The First Party nor its nominee director(s) shall not be liable for any debt and liability made from the Second Party

 

6. Striking Off
6.1 Section 308 of the Companies Act 1965 provides a procedure for a company to be dissolved without having to undertake the formal process of winding up. Under this Section, the Registrar may exercise his discretionary power to strike the name of a defunct company off the register if he has reasonable cause to believe that a company is not carrying on business or a company is not in operation.
6.2 The Second Party shall follow the striking off procedure in Section 308 of the Companies Act 1965 if the Second Party decides to close down the business. The cost of striking off shall be bear by the Second Party.

 

THE FIRST PARTY SCOPES AND DUTIES
1. The First Party is responsible to act as Company Secretary advisory and provide company business advisory services to the Second Party in accordance with the disclosure and information requirements of the Companies Act, 1965
2. The First Party shall not be responsible for any compounds or penalty imposed by CCM on each director and on the Second Party for non-compliance of the above highlighted Sections of the Companies Act, 1965.

 

THE SECOND PARTY SCOPES AND DUTIES
1. The Second Party shall submit all the relevant documents (eg. Fixing Year End and Appointment of First Auditors, Appointment of Tax Agent, 1st Annual General Meeting, Audited Financial Report) and fees to Party A prior to the deadline as schedule by the First Party.
2. The Second Party shall be responsible for any compounds or penalty imposed by CCM / Malaysia Inland Revenue Department / Registrar of Companies / any government authorities on each director and on the Second Party for non-compliance of the above highlighted Sections of the Companies Act, 1965 or Income Tax Act 1967 or other relevance acts and regulation.
3. The Second Party shall not carry out any activities which are unlawful under the laws of Malaysia or any other place having jurisdiction over the Company or applicable in the place where such activities are to be performed.
4. The Second Party shall be responsible to settle all the Corporate Tax / Services Tax of the Company.
5. The Second Party shall appoint an individual, qualified from acting as the Second Party’s representative to deal with the First Party.

 

PROVISIONS OF AGREEMENT
1. This agreement is valid from the moment of its signing by both parties.
2. Any changes to the Agreement are valid only when they are made in written form and signed by the representatives of the Parties one week prior to the respective event, in this case they constitute an integral part of it.
3. The agreement shall be governed by and construed in accordance with the Laws of Malaysia regardless of the law that might otherwise apply under applicable principles of conflicts of law. Both parties agree to submit to the exclusive jurisdiction of the Malaysia courts in connection with any dispute arising out of or in connection with this Agreement.
4. The Agreement is valid for the period of one year from the moment of its coming into effect. If neither Party announces termination of this Agreement thirty (30) calendar days before its stated expiration, this Agreement shall be automatically extend for each subsequent year. There shall not be any limit to the number of periods for which this Agreement may be extended.______The rest of this page is left intentionally blank

 

In witness whereof the parties hereto have set their hands the day and date first above written.


Signed by
【name】                         (PASSPORT NO.  )

in the presence of :-

Signed by

[name]
(PASSPORT NO.

in the presence of:-

 

SContact us

If you have further queries, don’t hesitate to contact us anytime, anywhere by simple visiting our website www.citilinkia.net, or calling Hong Kong hotline at 852-21962686 or China hotline at 86-755-25883358.