AM 225

BACHELOR OF CORPORATE ADMINISTRATION

WORKSHOP
I
PROCEDURE AND DOCUMENTATION FOR AN ISSUE OF
SHARES OF A PRIVATE COMPANY

ADM 657

COMPANY SECRETARIAL PRACTICE

 WORKSHOP I

PROCEDURE AND DOCUMENTATION FOR AN ISSUE OF

SHARES OF A PRIVATE COMPANY

ISSUE OF SHARES

Learning Outcomes:

At the end of the session students:-

 will be able prepare the documents required for the issue of shares in a private
company.

Procedure for issue and allotment of shares

The procedure for an issue and allotment of shares in a private company is quite simple and the
steps are as follows:

 The board of directors will determine the amount of share capital to be issued based on
the capital requirement of the company. The class of shares permitted and the terms and
conditions of the issue shall be in accordance with the constitution.

 The board of directors shall identify the allottees and an allotment letter is prepared for
each allottee subject to the approval of the shareholders.

 Authorisation from members resolution shall be passed to obtain approval of members

to empower and authorise directors to offer shares for subscription – Section 75.

 A notification (Notice of approval for allotment of shares or grant rights) will be lodged to
the Registrar within 14 days from the date of approval.

 Upon approval of the members, the board of directors then issues the allotment letters
as an agreement with the allottees, who have not withdrawn their agreement to take up
the shares so allotted to them and collect all the confirmed allotment letters with the
remittances.

 The register of members and the register of directors’ shareholdings (if applicable) shall
be updated with the particulars of the shareholders.

 A Return of Allotment of Shares [Section 78 (1)] must be lodged with the CCM within 14
days after the date of allotment.

 The BOD will pass resolution to authorised the issuance of share certificate if required
by the constitution or upon request by the shareholders.

 Upon receipt of application, within two months of the date of allotment, the share
certificates duly signed and sealed shall be despatched to the shareholders.

 The Accounts Department shall be informed of the increased issued share capital.
Exercise

a) Prepare letter to take up shares by the shareholders who have agreed to take up the
shares allotted to him/her.
b) Prepare resolutions to give specific authority to issue shares to directors and to give
approval for the allotment of shares to shareholders concerned.
c) Prepare the documents to be lodged with CCM after the allotment of shares.
d) Update the Register of Members and Register of Directors’ Shareholdings.
 AIENNIEHANA TAILORING SDN. BHD. (1567891-A)
(Incorporated in Malaysia)

MEMBERS’ WRITTEN RESOLUTION PURSUANT TO SECTION 297 (1) OF THE

COMPANIES ACT, 2016

We, the undersigned, being all the members of the company for the time being, entitled to
receive notice of, and to attend and vote at the general meetings of the Company, do hereby
RESOLVED:

AUTHORITY TO ISSUE SHARES

“THAT the Directors be and are hereby authorised pursuant to Section 75 of the Companies Act,
2016 to issue and allot 500,000 ordinary shares of RM 2.00 each in capital of the company to the
following allottees in proportion to the amount as set against their respective names upon such
terms and conditions as the Directors may in their absolute discretion deem fit:

Allottees No. of Shares

Hazlinda binti Azmi (250,000)

Nor Aiennienatulnisa binti Noor Azhar (250,000)

Dated this 11th day of October 2018

MEMBERS:

……………………………………… ……………………………………..
(Miss Hazlinda binti Azmi) (Miss Nor Aiennienatulnisa binti Noor Azhar)
 AIENNIEHANA TAILORING SDN. BHD. (1567891-A)
KOMPLEKS LADA, JALAN PERSIARAN PUTRA, 07000 LANGKAWI, KEDAH

Date: 11.10.2018

To: Miss Hazlinda binti Azmi

Dear Sir/Madam/Ms,

Re: CIRCULATION OF A WRITTEN RESOLUTION PURSUANT TO SECTION 301 OF

THE COMPANIES ACT, 2016 (“the Act”)

The Company do hereby circulate the following written resolution as proposed by the Board of
Directors pursuant to Section 301 of the Act to every eligible member of the Company:-

ALLOTMENT OF SHARES

“THAT the Directors be and are hereby authorised pursuant to Section 75 of the
Companies Act, 2016 to issue and allot 500,000 ordinary shares of RM 2.00 each in
capital of the company to the following allottees in proportion to the amount as set
against their respective names upon such terms and conditions as the Directors may in
their absolute discretion deem fit:

Allottees No. of Shares

Miss Hazlinda binti Azmi 250,000

Miss Nor Aiennienatulnisa binti Noor Azhar 250,000

THAT the said 500,000 new ordinary shares when allotted shall rank pari passu with the
existing ordinary shares of the Company
AND THAT the Secretary be and is hereby authorised to notify the Companies
Commission of Malaysia on the allotment accordingly.”

Please be noted of the following procedure before signing on the written resolution:-

a. identifying the related matter by studying the content of the written resolution;
b. indicating your agreement to the resolution by signing on the written resolution;
c. return the authenticated written resolution to the Company in hand copy or electronic form;
d. the written resolution once signified by a member, shall not be revoked;
e. the said written resolution shall be passed upon signed by majority of eligible members;
and
f. the resolution shall lapse after 1 month from the date of this letter if it is not passed.
 AIENNIEHANA TAILORING SDN. BHD. (1567891-A)
KOMPLEKS LADA, JALAN PERSIARAN PUTRA, 07000 LANGKAWI, KEDAH

Date: 11.10.2018

To: Miss Nor Aiennienatulnisa binti Noor Azhar

Dear Sir/Madam/Ms,

Re: CIRCULATION OF A WRITTEN RESOLUTION PURSUANT TO SECTION 301 OF

THE COMPANIES ACT, 2016 (“the Act”)

The Company do hereby circulate the following written resolution as proposed by the Board of
Directors pursuant to Section 301 of the Act to every eligible member of the Company:-

ALLOTMENT OF SHARES

“THAT the Directors be and are hereby authorised pursuant to Section 75 of the
Companies Act, 2016 to issue and allot 500,000 ordinary shares of RM 2.00 each in
capital of the company to the following allottees in proportion to the amount as set
against their respective names upon such terms and conditions as the Directors may in
their absolute discretion deem fit:

Allottees No. of Shares

Miss Hazlinda binti Azmi 250,000

Miss Nor Aiennienatulnisa binti Noor Azhar 250,000

THAT the said 500,000 new ordinary shares when allotted shall rank pari passu with the
existing ordinary shares of the Company
AND THAT the Secretary be and is hereby authorised to notify the Companies
Commission of Malaysia on the allotment accordingly.”

Please be noted of the following procedure before signing on the written resolution:-

g. identifying the related matter by studying the content of the written resolution;
h. indicating your agreement to the resolution by signing on the written resolution;
i. return the authenticated written resolution to the Company in hand copy or electronic form;
j. the written resolution once signified by a member, shall not be revoked;
k. the said written resolution shall be passed upon signed by majority of eligible members;
and
l. the resolution shall lapse after 1 month from the date of this letter if it is not passed.
AIENNIEHANA TAILORING SDN. BHD. (1567891-A)
Letter of Circulation of a Written Resolution Pursuant to Section 301 of the Companies Act, 2016

Kindly acknowledge receipt of the above by signifying and returning the duplicate copy of this
letter to us.

Yours faithfully,

________________________
Fatin Nabilah binti Afandi
Secretary

Acknowledged Receipt by the Members

Name Signatures Date

1. Hazlinda binti Azmi 11/10/2018

______________ ___________

2. Nor Aiennienatulnisa binti Noor Azhar 11/10/2018

______________ ____________
 AIENNIEHANA TAILORING SDN. BHD. (1567891-A)
(Incorporated in Malaysia)

DIRECTORS’ WRITTEN RESOLUTION PURSUANT TO CONSTITUTION OF THE

COMPANY

We, the undersigned, being the Directors of Aienniehana Tailoring Sdn. Bhd. for the time being,
hereby RESOLVED:

ALLOTMENT OF SHARES

“THAT 500,000 shares of RM 2.00 each fully paid on allotment be and are hereby allotted to the
following allottees in proportion to the amount as set against their respective names and that the
Secretary be and is hereby authorised to issue the necessary share certificates and affix the
Company’s common seal thereon upon confirmation that all subscription moneys have been
received by the Company:

Allottees No. of Shares Share Certificate No.

Miss Hazlinda binti Azmi (250,000) 003

Miss Nor Aiennienatulnisa binti Noor Azhar (250,000) 004

Dated this 15th day of October 2018

DIRECTORS:

……………………………………… ……………………………………..
(Miss Nor Aiennienatulnisa binti Noor Azhar) (Mr. Md Izzat Hafifi bin Md Zaki)

……………………………………..
(Miss Raja Azzeani binti Raja Sarif)
To the Board of Directors
Aienniehana Tailoring Sdn. Bhd.
Kompleks Lada,
Jalan Persiaran Putra,
07000 Langkawi, Kedah

I/We hereby agree to take up 250,000 shares of RM2 each in the capital of Aienniehana Tailoring
Sdn. Bhd. and enclose a cheque for RM 500,000 being full payment for the said shares.

I/We agree to take up the said shares subject to the Constitution of the company and authorize
the directors to enter my/our name(s) in the register of members as holder of the said shares.

I/We further confirm that this agreement to take up shares is irrevocable.

Detailed hereunder are my/our particulars:

Name: Hazlinda binti Azmi

NRIC/Passport/Company No.: 960921-02-6060
Nationality (for individual)/place of Race (for Malaysian) : Malay
Incorporation (for corporation) : Malaysian
Address: No. 4, Lot 4494, Lorong Haji Jani, Jalan Sungai Udang. 41250 Klang, Selangor

(For Body Corporate) please tick (√) the appropriate box:

controlled by Malays and Natives

controlled by Malaysian Citizen who are non-Malays and non-Natives

controlled by non-Malaysian Citizen

Dates this 16th day of October 2018

*……………………………………….
Miss Hazlinda binti Azmi

(*Note: In the case of body corporate, this form shall be executed under its common seal.)
To the Board of Directors
Aienniehana Tailoring Sdn. Bhd.
Kompleks Lada,
Jalan Persiaran Putra,
07000 Langkawi, Kedah

I/We hereby agree to take up 250,000 shares of RM2 each in the capital of Aienniehana Tailoring
Sdn. Bhd. and enclose a cheque for RM 500,000 being full payment for the said shares.

I/We agree to take up the said shares subject to the Constitution of the company and authorize
the directors to enter my/our name(s) in the register of members as holder of the said shares.

I/We further confirm that this agreement to take up shares is irrevocable.

Detailed hereunder are my/our particulars:

Name: Nor Aiennienatulnisa binti Noor Azhar

NRIC/Passport/Company No.: 960913-10-6714
Nationality (for individual)/place of Race (for Malaysian): Malay
Incorporation (for corporation): Malaysian
Address: No. 6, Jalan Karyawan Bestari, Puncak Bestari, 42300 Puncak Alam, Selangor.

(For Body Corporate) please tick (√) the appropriate box:

controlled by Malays and Natives

controlled by Malaysian Citizen who are non-Malays and non-Natives

controlled by non-Malaysian Citizen

Dates this 16th day of October 2018

*……………………………………….
Miss Nor Aiennienatulnisa binti Noor Azhar

(*Note: In the case of body corporate, this form shall be executed under its common seal.)
Company No.

1567891 A

COMPANIES ACT 2016

Section 76

NOTICE OF APPROVAL FOR ALLOTMENT OF SHARES OR GRANT OF RIGHTS

AIENNIEHANA TAILORING SDN. BHD.

To the Registrar of Companies,

Aienniehana Tailoring Sdn. Bhd (1567891-A) hereby gives notice that on the 16th day of October 2018, an allotment of *shares/*grant
of rights has been approved. The approval is *not subject to any conditions / *subject to the following conditions:
……………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………………………………………
…………………………………………………………………………………

*strike out whichever is inapplicable

Declaration:

I confirm that the facts and information stated in this document are true and to the best of my knowledge.

Signed by:

__________________
(Fatin Nabilah binti Afandi)

Name : Fatin Nabilah binti Afandi

License no/ Membership No. : MACS012568
SSM Practicing Certificate No. : SSM-612378
Date : 16/10/2018
Attention:

It is an offence under section 591 of the Companies Act 2016 to make or authorize the making of a statement that a person knows is
false or misleading and that person may be liable, upon conviction, to imprisonment for a term not exceeding ten years or to a fine not
exceeding RM3million or to both.

LODGER INFORMATION

Name : Fatin Nabilah binti Afandi

NRIC No : 960228-15-5040

Address : LM0131K, Kampung Sungai Lada, 87000 Wilayah Persekutuan Labuan

Phone No : 013-8920633

Email : fatinnabilah@gmail.com
 COMPANIES ACT 2016

Section 78

RETURN OF ALLOTMENT OF SHARES

PARTICULARS OF COMPANY
Name AIENNIEHANA TAILORING SDN. BHD.
Registration No. 1567891 - A

The shares referred to in this return were allotted (1) *on the 16th day of October
2018/*between the....................day of.................... 20...................and
the....................day of....................,20...................

(2) Shares allotted Details of Shares

Preference Ordinary Other
kinds
(Specify
class)
1. For cash consideration:

(a) Number of shares .................... Nil 500,000 Nil

(b) Amount (if any) paid on each

share ....................RM Nil RM 2 Nil

(c) Amount (if any) due and payable

on each share .................... RM Nil Nil Nil

2. For consideration other than

cash:

(a) Number of shares ....................

Nil Nil Nil
(b) Amount to be treated as paid on
each of the shares so allotted
Nil Nil Nil
.................... RM

(3)
(e) The consideration for which Nil Nil Nil
the
shares have been so alloted is as
follows:
 3. (4) Particulars of allottees of the shares so allotted and the number and classes
of shares allotted to them are as follows:

(8)
Full Name Nationality (9)I/C Number of Shares Allotted
and Address /Race No. / Preference Ordinary Other Kinds
Passport Cash Other Cash Other Cash Other
NO. wise wise wise

Hazlinda binti Azmi Malaysian/Malay 960921026060 Nil Nil 500,000 Nil Nil Nil
(No. 4, Lot 4494,
Lorong Haji Jani,
Jalan Sungai Udang.
41250 Klang,
Selangor)

Nor Aiennienatulnisa Malaysian/Malay 960913106714 Nil Nil 500,000 Nil Nil Nil
binti Noor Azhar
(No. 6, Jalan
Karyawan Bestari,
Puncak Bestari,
42300 Puncak Alam,
Selangor)

Dated this 16th day of October 2018

DECLARATION

Declaration:

I confirm that the facts and information stated in this document are true.

Signed:

Fatin Nabilah binti Afandi

Name : Fatin Nabilah binti Afandi

Date : 16/10/2018
 Attention:

It is an offence under section 591 of the Companies Act 2016 to make or authorize the
making of a statement that you know is false or misleading and you may be liable, upon
conviction, to imprisonment for a term not exceeding ten years or to a fine not less than
RM3million or to both.

LODGER INFORMATION

Name : Fatin Nabilah binti Afandi

NRIC No : 960228-15-5040

Address : LM0131K, Kampung Sungai Lada, 87000 Wilayah Persekutuan Labuan

Phone No : 013-8920633

Email :fatinanabilah@gmail.com
 REGISTER OF MEMBERS

Name : Nor Aiennienatulnisa Binti Noor Azhar Folio : 01

Old I/C No : 960913-10-6714 Sex : Female
I/C/Passport#: 960913-10-6714 Date of Birth : 13 September 1996
Address : No. 6, Jalan Karyawan Bestari, Occupation : Businesswoman
Puncak Bestari, Nationality/Race: Malaysian/ Malay
42300 Puncak Alam, Selangor. Date entered as a member : 13.04.2018
Date ceased to be a member:
Page :1

Date Share Allot Folio Shares Consideration Date Transfer Folio Shares Consideration Balance
Cert. No. Acquired No Transferred
Number
13.04.18 0001 1 01 250000 CASH 250000
25.10.18 0004 4 01 250000 CASH 500000

REGISTER OF MEMBERS
Name : Hazlinda Bt Azmi Folio : 02
Old I/C No : 960921-02-6060 Sex : Female
I/C/Passport#: 960921-02-6060 Date of Birth : 21 September 1996
Address : No.4, Lot 4494 Lorong Haji Jani, Occupation : Businesswoman
Jalan Sungai Udang , Nationality/Race: Malaysian/ Malay
41250, Klang Selangor Date entered as a member : 13.04.2018
Date ceased to be a member:
Page :1

Date Share Allot Folio Shares Consideration Date Transfer Folio Shares Consideration Balance
Cert. No. Acquired No Transferred
Number
13.04.18 0002 2 02 250000 CASH 250000
25.10.18 0003 3 02 250000 CASH 500000

REGISTER OF DIRECTORS’ SHAREHOLDINGS PURSUANT TO SECTION 59 OF THE COMPANIES ACT, 2016

AIENNIEHANA TAILORING SDN. BHD.

Page: 1
Name of Director Stock Shares No of Description Amount How Held- INTEREST/RIGHT CEASATION OF Remarks
Debentures Shares Holder, in ACQUIRED INTEREST/RIGHT
 Trust, Right Date of Date of
become Holder Agreement Consideration Agreement Consideration
Nor Shares 250,000 Ordinary RM Holder of the 13/04/2018 Cash
Aiennienatulnisa 500,000 subscription of
binti Noor Azhar shares
Nor Shares 250,000 Ordinary RM Holder of the 16/10/2018 Cash
Aiennienatulnisa 500,000 subscription of
binti Noor Azhar shares