Incorporation
Your eligibility as a director
- Malaysian / foreigner
- At least 1 director resides in Malaysia
- Age of 18 and above
- Not a bankrupt
Documents needed
- IC / Passport
- Proof of residence (for foreigner)
- Consent letter (if your proposed company name has trademark / controlled words / name similar to a related or associated corporation)
Additional Information Needed for Company Incorporation.
It is advisable to prepare the following details before filling in the company incorporation form:
Documents needed
- Proposed business names and their meanings
- Business nature and simple description.
- Business address and contact details.
- Paid-up capital.
- Number of shares to be issued.
Director(s) & shareholder(s) details
- Name and IC/Passport details.
- Address and contact details.
- Role of director(s).
- Number of shares for each shareholder.
FAQs on company incorporation
We answer your frequently asked questions about incorporating a company in Malaysia.
01
How many directors are needed to incorporate a Company?
Only 1 director, who may also act as the sole shareholder of the company, is needed in order to incorporate a company in Malaysia.
02
How much is the minimum paid-up capital to incorporate a company?
The minimum paid-up capital for incorporating a Sdn. Bhd. Company is RM1.
03
How long does it take to incorporate a company?
It takes 3 – 5 working days to incorporate a company in Malaysia, subject to approval by the SSM.
04
Do I have to appoint a company secretary for incorporated Company?
According to Section 236 of the Companies Act 2016, all Sdn. Bhd. company must appoint a company secretary within 30 days from its date of incorporation.
05
What is the maximum number of shareholders in a private limited company?
Minimum one (1) and maximum fifty (50) shareholders in a private limited company.
06
Can anyone be a director of the company?
Yes. Anyone above 18 years old (local or foreign) can be a director of the company so long as he fulfils the requirements under the Companies Act 2016.
07
What are the responsibilities of a director?
In general, directors must at all times exercise their powers for a proper purpose and in good faith in the best interest of the company and exercise reasonable care, skill and diligence as per Section 213 of the Companies Act 2016. Although directors are conferred with a wide management power under the Companies Act 2016, there are various legislation in place to safeguard the interests of the company against the wrongdoings of the directors.
08
What is the biggest advantage of setting up a company?
In a company, shareholders are not exposed to personal risks and liabilities and their liabilities are only limited to the number of shares that are owned by them. In other words, the shareholders are not liable for any company debts beyond their share capital and their investment in a company is financially secured.
09
Can a shareholder transfer his ownership of the shares?
Yes. A shareholder of a company is allowed to sell or transfer his shares to any person of his choice so long the potential buyer can afford the share purchase price and subject to the company’s constitution (if any) or existing shareholders agreement.
10
Is it compulsory to set up a corporate bank account?
Yes. All companies set up in Malaysia are required to set up a bank account, in which they will deposit their minimum share capital to formalise the set-up process. We can assist with the bank account opening process.
Duties & Responsibilities as a Company Secretary
Every company must appoint a company secretary under Malaysian law. But do you know what does a company secretary do? Let us tell you his/her duties and responsibilities:
1. Updating the company’s statutory information
The company secretary must ensure that any change in the statutory information below should be duly completed in the relevant prescribed forms and lodged with the SSM within the required period:
- Removal of officers from office
- Disqualification from holding office
- Appointments/resignations/deaths
- Annual return
- Change of company name
- Adoption, alteration and revocation of constitution
- Issue, splitting, transfer of shares
- Any other changes that require notification with SSM
2. Reminding you on important dates
The company secretary should advise the board of directors of the relevant dates for holding the company’s annual general meeting, filing annual return and submitting financial statement.
3. Handling company’s board, general and extraordinary general meetings
The company secretary’s role is purely administrative which includes the following:
- Arranging and liaising with the chairman and/or managing director for agenda papers and items for the agenda
- Providing general advice on matters relating to company secretarial matters
- Booking and preparing the meeting room
- Attending and taking down minutes of the meeting
- Maintaining minute books
- Following up on decisions made
- Playing an advisory role to the chairman and the board of directors
- Lodging statutory returns as appropriate
- Certifying copies of minutes
- Ensuring that correct meeting procedures are followed
4. Compliance with company constitution
The company secretary must ensure that the company complies with its constitution and drafting/incorporating amendments in accordance with correct procedures.
5. Maintaining share registration and safe custody of documents
The company secretary has a duty to maintain the company’s register of members, deal with transfer of shares and other matters relating to shareholding. He usually also keeps in safe custody of the company seal and original share certificates.
6. Coordinating with shareholders
The company secretary maintains constant communication and acts as a link between the company and shareholders through circular resolutions, issues documents regarding rights issues and capitalisation issues, monitor changes within the register of members to identify potential takeover bid, make enquiries about the ultimate beneficial ownership of shareholdings, general shareholder relations, etc.
7. Advising corporate governance
The company secretary must keep himself abreast with the latest development of the company and securities laws so that he can always advise the board on proper corporate governance matters, assist directors with respect to their duties and responsibilities, compliance with company and securities laws and Bursa Malaysia Listing Requirements (for public listed companies).
8. Acting as an officer of the company and advisor to the Board
The company secretary is the primary point of contact between shareholders and directors, and between company and SSM. He also plays a key role in the event of a corporate exercise (merger, acquisition, disposal, winding up) where he has a duty to ensure the effectiveness of all documentation, ensuring due diligence disclosures, enabling proper commercial evaluation prior to completion of a transaction and timely execution of documentation, etc.
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