1. Company limited by shares
2. Company limited by guarantee
3. Company unlimited
4. Limited Liability Partnership (LLP)
1. Company shall have name;
2. One or more members;
3. In the case of a limited company with shares, one or more shares; and
4. One or more directors
Requirements for Company Incorporation
The incorporation of companies under the Companies Act 2016 may be made by individuals who intend to form a company. The basic requirements are:
Private company – at least one (1) director who ordinarily resides in Malaysia by having a principal place of residence in Malaysia and one (1) promoter; or
Public company – at least two directors who ordinarily reside in Malaysia by having a principal place of residence in Malaysia and minimum one promoter.
Company Incorporation Procedures
1. Requirement for approval of company name from SSM.
2. The company’s incorporation application is online using one of the two (2) incorporation methods:
a. Direct incorporation – combination of name reservation and incorporation process; or
b. Name reservation – submitting the incorporation application within 30 days or such longer period as the Registrar may allow (maximum of 180 days) after the name is approved.
3. Incorporation information that needs to be completed is as follows
a. The proposed company name
b. The status of a private or public company
c. The proposed type of business
d. The address of registered office
e. The business address
f. Complete details of directors(s) and promoter(s)
g. Declaration from directors(s) and promoter(s)
h. Declaration of compliance from individuals responsible for incorporation
i. Additional Documents (if any)
Things to know
1. Only registration notice will be issued.
2. A certificate of incorporation will only be issued upon application made with the prescribed fee.
3. Company secretary must be appointed within 30 days after the incorporation of the company.
4. Company’s constitution is a non-mandatory option for company limited by share.
5. Please click here for information on Company Limited By Guarantee, Coordination of Corporate Applications and Registration under the Trust Companies Act 1949.
About Sdn Bhd
Sendirian Berhad Company (Sdn. Bhd.) or also known as Malaysian Private Limited Company is one of two types of companies limited by shares. Establishment, conduct and closure of these companies are regulated by the Companies Act 2016.
The liability of sdn bhd company is limited. It is limit to the amount paid by its owner only. If the owner has fully paid his shares, he is no longer needs to contribute money to the company even in the event of its bankruptcy.
Sdn Bhd company also has a separate legal entity like a normal human being. They can borrow, buy, rent, enter into contracts, sue, be sued, own property and real estate in the company name without involving its owner’s name.
All matters relating to the establishment of the Sdn Bhd company until its closure should be done at the registrar of companies office or also known today by the name of the Company Commission of Malaysia (CCM) which has its headquarters at Menara SSM, KL Sentral, Kuala Lumpur.
In order to set up a sdn bhd company, a minimum of 1 director of the company who have a residential address in Malaysia is needed. In addition, the minimum 1 shareholder are required to complete the establishment process. However, the director(s) and shareholder(s) of the company can be among the same individual.
Sdn Bhd company is required to appoint at least a company secretary as stated in the Companies Act 2016 to whether to employ a company secretary to work with the company (internal company secretary) or seek the services of the company secretary (external company secretary).
The Sdn Bhd company is required by the Companies Act 2016 to:
- Complete the audited reports and circulate to members within 6 months from the date of financial year end
- Lodge a company’s annual report to the CCM
- The company’s failure to comply for three mandatory requirements above may cause the company and its directors be compounded by CCM and if convicted in court can lead to a higher penalty.
- Sdn Bhd company will continue to exist even with any changes that occur to its owner. It is also will not close despite the death of all of its owner. It will continue to exist unless the proper closure procedure against it was done either through the CCM or the courts.
How to register a company in Malaysia?
What are the requirements to form a company in Malaysia? What are documents needed to register a Malaysia company
Here are some basic facts and useful information for setting up and forming a limited company (Sdn Bhd) in Malaysia.
Suruhanjaya Syarikat Malaysia (Companies Commission Malaysia)
The Companies Commission of Malaysia (SSM) established on 16 April 2002, serves as an agency to incorporate companies and register businesses in Malaysia.
A limited company in Malaysia can be incorporated with minimum paid-up capital of RM1.
What documents do you need to form a company in Malaysia?
Copy of your identity card (IC) or copy of your passport (for foreign director)
Every company needs at least 1 directors who is at least 18 years of age and are residing in Malaysia.
He/she is not a bankrupt and has not been convicted and imprisoned for a period of past 5 years.
Every company needs at least 1 shareholder who is at least 18 years of age.
Company Secretary requirements
A company must have at least one Company Secretary .
Company secretary must be a member of any one of the prescribed professional bodies or licensed by the SSM.
Registered office requirements
Every company must have a registered office in Malaysia to which all communications and notices may be addressed.
It is normal practice in Malaysia to have the secretarial office as registered office of the company.
Accounts and Audit
Every company is required to prepare its accounts and to be audited by approved auditors in Malaysia every year.
A company must appoint one or more auditors who must be approved auditors in Malaysia.
Circulation of Financial Statements and Reports
A company must circular their Financial Statements and Reports to all members of the Company within 6 months of its financial year end for a private company and for a public company, shall be at least 21 days before the date of its Annual General Meeting.
A Company shall lodge with the Registrar an Annual Return for each calendar year not late than 30 days from the anniversary of its incorporation date.