MALAYSIA COMPANY INCORPORATION GUIDELINE

There are two types of companies that you can opt to incorporate under the Malaysian Companies Act 2016:

COMPANY LIMITED BY SHARES

Company limited by shares is described as a company incorporated having a share capital and the liability of its shareholder is limited. This type of company can be incorporated as Private Limited Company (this usually identified  by words ‘Sendirian Berhad’ or ‘Sdn. Bhd.’ at the end of the company’s name) or Public Limited Company (identified by the word ‘Berhad’ or ‘Bhd’ at the end of the company’s name).

UNLIMITED COMPANY

Unlimited Company is described as a company incorporated having no limit of liability by its shareholders. Shareholders are responsible for the whole liabilities of the company. The procedures for incorporating an unlimited company is almost similar as a company limited by shares. The only difference is the liability of members for an unlimited company must state as unlimited. An unlimited company with a share capital may be private or public company.

INCORPORATION OF A PRIVATE LIMITED COMPANY IN MALAYSIA

The requirements to form a new company or opening a new company are as follow:

  1. Minimum of one (1) Shareholder
  2. Minimum of one (1) Director
  3. Qualified Company Secretary who can be either:
    • An individual who is a member of a professional body prescribed by the Minister  of Domestic Trade Cooperative and Consumerism; or
    • An individual licensed by the Companies Commission of Malaysia (SSM)

Both the director and company secretary shall ordinarily reside in Malaysia by having a principal place of residence in Malaysia.

A. PROCEDURES TO INCORPORATE A SDN BHD COMPANY IN MALAYSIA

  • Name Search Application at SSM

    A name search must be conducted through MyCoid to check the availability of the proposed company name. Please refer to words that not permitted when you choose a company name before proceed to name search application.

    Steps to file name search application:

    1. Complete Form of Application and Reservation for Availability of Names and submit to SSM; and
    2. Make payment of RM50.00 for each name search application.

    Once the proposed company’s name is approved by Suruhanjaya Syarikat Malaysia, it shall be automatically reserved for 30 days from the date of lodgement of the application.

  • Filing of Incorporation Documents to SSM

    The incorporation documents with the approved company’s name must be submitted to SSM within 30 days  from the date of lodgement of name search application, failing which a new name search application would have to be submitted again. In this regards, steps 1 and 2 above shall be repeated.

B. INCORPORATION DOCUMENTS REQUIRE TO PREPARE BEFORE LODGE WITH SSM

  • Declaration by a Person before Appointment as Director, or by a Promoter before Incorporation of Corporation

    The director or promoter of the company requires to declare through a Declaration Form that:

    • he is not a bankruptcy
    • he is not convicted of an offence in the promotion, formation, or management of a company
    • he is not convicted of an offence involving bribery, fraud and dishonesty
    • he is not convicted for not exercising his/her power for a proper purpose and in good faith in the best interest of the company
    • he is not convicted for not acting in the best interest of the company
    • he is not convicted for improper use of company’s property, position, corporate opportunity or competing with the company
    • he is not convicted for entering transactions with directors, substantial shareholders or connected persons
    • he is not convicted for not keeping proper books of accounts
    • he has not been disqualified under the power of a court
  • Additional Documents

    • Copy of identity card of each Company Director and Company Secretary
    • Payment of RM1,000 payable to SSM

*IMPORTANT NOTE:

For incorporation of a private limited company, the Articles of Association shall contain the following clauses.

  1. Restriction  on the right  to transfer the company’s shares;
  2. Limitation on the number of members to not exceed fifty;
  3. Prohibition to any invitation to the public to subscribe the shares/debentures of the company; and
  4. Prohibition on public invitation to deposit money with the company.

D. CERTIFICATE OF INCORPORATION

  • A Certificate of Incorporation will be issued by SSM upon compliance with the incorporation procedures and submission of the duly completed Incorporation Documents.

*IMPORTANT NOTE:

Upon incorporation, the company is advised to obtain the required license/permit/approval from other relevant authorities prior to the operation of business outlined in the Memorandum of Association.

C. REGISTRATION FEES FOR AUTHORISED SHARE CAPITAL

  • The authorised share capital registration fees for incorporating a new company shall be accompanied with payment by referring to the schedule below:

AUTHORISED SHARE CAPITAL (RM) FEES (RM)
Up to 400,000 1,000
400,001 – 500,000 3,000
500,001 – 1 million 5,000
1,000,001 – 5 million 8,000
5,000,001 – 10 million 10,000
10,000,001 – 25 million 20,000
25,000,001 – 50 million 40,000
50,000,001 – 100 million 50,000
100,000,001 and above 70,000

To learn more about Malaysia Company Registration

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