- A person occupying to act in the position of director of a company by whatever name called.
- Any person in accordance with whose directions or instructions the directors of a company are usually to act such as shadow director.
- An alternate or substitute Director.
A person who must be:
- a natural person.
- minimum age of 18 and above.
- possess a sound mind
- not a bankrupt and has not been convicted and imprisoned.
A private limited company must have at least one (1) director whereas a public limited company must have at least (2) directors. They shall ordinarily reside in Malaysia by having a principal place of residence in Malaysia. The requirement of residency is to ensure that they are contactable in Malaysia and able to communicate for purposes of enforcement.
- The directors should manage the company’s business in accordance with the company’s constitution and law.
- The Director should disclosure his interest in contracts, proposed contracts, property, offices and etc.
- The Director’s general duty to make disclosure pursuant to Section 219 of the Companies Act, 2016.
- The Director should inform the Secretary any changes of his particular such as change of address, change of passport, resignation etc.
- The Director should ensure all corporate requirements comply.
A foreigner who has an employment pass or permanent resident (PR) or Malaysia My Second Home (MM2H) holder or dependent pass (DP) holder, can be considered as Resident Director provided they ordinarily reside in Malaysia and have a place of residence within Malaysia.
Before a person can be appointed as a director, he must first declare in a Form of Declaration by Person before Appointment as Director that he is NOT disqualified from being a director for the following reasons:-
- an undischarged bankrupt;
- being convicted of any offence (whether within or outside Malaysia)
- convicted of an offence in the promotion, formation, or management of a company
- convicted of an offence involving bribery, fraud and dishonesty
- convicted for not exercising his/her power for a proper purpose and in good faith in the best interest of the company
- convicted for not acting in the best interest of the company as nominee director
- convicted for improper use of company’s property, position, corporate opportunity or competing with the company
- convicted for entering transactions with directors, substantial shareholders or connected persons
- convicted for not keeping proper books of accounts
- disqualify under the power of a court
- imprisoned for any offence referred to above within the period of five years immediately preceding the date of his declaration.
He must then consent to act as director and sign the Declaration Form to confirm that facts and information given are true.
Malaysia resident director is referring to a Malaysia’s citizen or Permanent Resident of Malaysia or a person with an Employment Pass or Malaysia My Second Home (MM2H) holder or Dependent Pass holder.