Malaysia Company Incorporation

Every business in Malaysia cannot be categorized as more than one business structure. Therefore, businesses in Malaysia cannot make use of more than one business structure at the same time.

M&A, or Memorandum and Articles of Association were documents that defines the relationship between the company and the outside. They also contain essential information about the company. It was mandatory for every company to have a Memorandum and Articles of Association, as encompassed in the prior Companies Act of 1965.

At present, the M&A are now collectively termed as the Constitution under the Companies Act of 2016.

The present Constitution functions as a contract that outlines the relationships and interactions between a company and its members, directors, and company secretary. It covers various aspects such as powers, responsibilities, roles, major activities, share allotment, dividend payment, share transfer, appointment/re-election/removal of directors, meeting conduct, and more.

Although having a company constitution is not mandatory in Malaysia, shareholders have the choice to adopt one either during incorporation or after the company is registered. It is advisable to adopt a constitution, especially when the company has more than one shareholder.

Yes, a single person who acts as both the director and the sole member of the company can also take on the role of the secretary. However, it is essential to note that the Companies Act 2016 prohibits certain acts from being performed in dual capacity. In cases where an act requires both a director and a secretary to be involved, these roles must be carried out by two different individuals.

A foreign individual has the option to establish a company as the sole shareholder. However, if they intend to be the sole director of the company as well, they must meet the requirement specified in section 196(4) of the Companies Act 2016.

This entails having a principal place of residence in Malaysia, indicating that they ordinarily reside in the country.

The Companies Act 2016, specifically section 196(4), stipulates that a director must ordinarily reside in Malaysia with a principal place of residence in the country. This requirement is applicable only to the minimum number of directors required for a company, which is at least one for a private company and at least two for a public company.

A subsidiary is a separate legal entity from its parent company, responsible for its own debts and liabilities. To register a subsidiary in Malaysia, these are the brief preparations necessary:

1. Register Company Name: Begin by reserving a company name through MyCoid, usually handled by the company secretary.
2. Register with SSM: After obtaining name approval, proceed to officially register the company with SSM within 30 days.
3. Office Registration: Within 14 days of incorporation, register a physical or virtual office, as it is a requirement for subsidiaries in Malaysia to have a registered office.

You can read more about subsidiary companies here.

After company incorporation, post-incorporation requirements include appointing a company secretary within 30 days, maintaining proper accounting records, filing annual returns and financial statements, and complying with tax obligations.

At Paul Hype Page, we understand that your journey doesn’t end with company incorporation in Malaysia. That’s why we offer a range of comprehensive post-incorporation services to ensure your business operates smoothly and remains compliant with legal and regulatory requirements such as:

1)    Corporate Secretarial Services

2)    Accounting and Bookkeeping

3)    Taxation Services

4)    Employment and HR Support

5)    Business Advisory Services

6)    Business Licensing Services

7)    Employment Pass and Work Visa Services

8)    Compliance and Renewal Services

9)    Advisory and Consultation

Yes, it is possible to change the company name after incorporation. However, the process involves certain legal procedures and requirements, including obtaining approval from the SSM.

Yes, a physical office space is required for company incorporation in Malaysia. The registered office must have a physical address within Malaysia where official documents can be sent and where the company’s statutory records are kept.

Yes. Whether you are a Malaysian or foreigner, we can support your Malaysia company registration remotely.

Furthermore, the Malaysian government encourages foreigners to invest and set up compaies in Malaysia! However, foreigners must have an employment pass and local residential address.

There are several options available for company incorporation in Malaysia, including:

1.    Private Limited Company (Sendirian Berhad, SDN BHD) or Public Limited Company (Berhad, BHD)

These types of companies are limited by shares and have the following requirements according to the sections 14 and 122 of the Companies Act 2016:

·      At least one shareholder

·      At least one company director

·     A company secretary

2.    Sole Proprietorship or Partnership

Sole Proprietorship refers to a business entirely owned by an individual under their personal name, while Partnership involves ownership of minimum two and maximum 20 partners. These options cover various trade, commerce, professions, or profit-oriented activities, excluding those specified in the Registration of Businesses Act 1956 (ROBA 1956) and ROBA Rules 1957. Registration for Sole Proprietorship or Partnership can be done at the SSM counter or online through the Ezbiz portal (ezbiz.ssm.com.my) within 30 days of commencing the business. The registration can be done within five years.

3.    Limited Liability Partnership (LLP)

LLP is an alternative business structure regulated by the Limited Liability Partnerships Act 2012. It is commonly chosen by professionals such as lawyers, chartered accountants, and company secretaries. LLP offers flexibility in terms of formation, maintenance, and termination, provides limited liability protection to partners (wherein debts are borne by the LLP’s assets and not the partners’ personal assets), and has the legal status of a corporate entity capable of suing and being sued.