The Simple Guide on Company Incorporation in Malaysia

There are two ways for a company limited by shares can be incorporated:

1. As a private company (Sendirian Berhad or Sdn. Bhd.) or,

2. As a public company (Berhad or Bhd.)

These are the basic requirements needed to incorporate a company:

1. Private company or Sdn. Bhd.: At least one director who resides in Malaysia, having a principal place of residence in the country and a minimum of one promoter. 

2. Public company or Bhd.: At least two directors who reside in Malaysia, having a principal place of residence in the country and a minimum of one promoter. 

The Incorporation Procedures

1. Name Search and Application of Name 

The applicant must make a name search to ensure that the proposed name is available. These are the two ways to apply for a company name: 

1. Direct incorporation (combines name reservation and incorporation process) 

   1. The applicant must fill in the information during the application for the name and incorporation of the company online. The incorporation fee is RM1,000.

   2. If the Companies Commission of Malaysia (SSM) approves the proposed name, it would directly send the company's incorporation application to the officer for processing. 

2. Name reservation

   1. The applicant must fill in the information for the company name online, and the fee is RM50 for each name submitted. Company incorporation is a separate process.

   2. If SSM approves the proposed name, it will reserve the name for 30 days or any longer date as permitted by the Registrar from the approval date. The maximum is 180 days. The applicant can then apply for incorporation with an RM1,000 fee. 

2. Submitting application to incorporate the company 

These are the documents needed to incorporate a company:

1. Based on Section 14(1) of the Companies Act 2016, the applicant needs to provide the information required: 

   1. The company's proposed name;

   2. The private or public company's status;

   3. The proposed business type;

   4. The registered office's address;

   5. The business address;

   6. The director(s) and promoter(s) complete detail;

   7. The director(s) or promoter(s) declaration that they: 

      1. Are not an undischarged bankrupt either in or outside Malaysia; and 

      2. Have not been convicted of any offence, whether in or outside Malaysia.

2. Declaration of Compliance: This declaration asserts that the applicant has followed all requirements of the Companies Act 2016. The declaration should be made by the person who is responsible for the incorporation.

3. Additional Documents:

   1. A copy of the consent letter from the corporate body named as a member of the company. 

   2. A copy of the certificate of director's qualification, if needed. 

   3. A consent letter from the relevant agency, if any. 

The two ways for a company to be incorporated are through public or private.

3. Incorporation fee 

Every company incorporation application should be submitted along with a fee as follows:

1. Company limited by shares: RM1,000, or 

2. Company limited by guarantee: RM3,000 

4. Incorporation verification

If the Registrar finds that all information submitted is complete and complied with the procedures, they will:

1. Provide notice of approval and issue the registration; and

2. The SSM will only issue the certificate of incorporation upon request, together with the prescribed fee.

5. Post-incorporation 

After the incorporation, the company should appoint a company secretary within 30 days. The company secretary must be registered with SSM and possessed a valid practising certificate by the commission. 

If needed, it may file the company's constitution after its incorporation. 

After the incorporation, the company should obtain the required license/permit/approval from the relevant authorities before starting its business. 

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