Dedicated to being your reliable partner in the Malaysian market, helping you successfully launch your journey to success in Malaysia.
Company Registration and Statutory Secretary Services
Registering a company in Malaysia is a crucial step for businesses venturing into the growing Southeast Asian market. As a rapidly developing economy and a strategic hub for foreign investment, Malaysia offers a wide range of business opportunities for both local and international entrepreneurs. We provide comprehensive company registration services in Malaysia, including legal advice, tax planning, and regulatory compliance, ensuring your business is established in accordance with Malaysian laws and guidelines, such asCompanies Act 2016andIncome Tax Act 1967successfully.
Our Malaysia company registration process includes:
- Preparing and submitting the registration application form and relevant documents：Including company name, registered address, main business activities, paid-up capital, and details of directors and shareholders (including their identification documents), etc.
- Company name search and reservation：We will conduct a name search through the Companies Commission of Malaysia (SSM) to ensure that the proposed company name complies with Malaysian regulations and does not contain restricted or sensitive words.
- Submitting registration forms and documents to SSM：We will submit all necessary registration documents to SSM, such as Form 9 (Certificate of Incorporation), the company's articles of association, and relevant declaration documents.
- Waiting for SSM approval：The Companies Commission of Malaysia will review your application, which usually takes 5 to 7 business days.
- Assisting with bank account opening procedures：After successful company registration, we will assist you in contacting a local bank to open a corporate bank account.
We help your business comply with local regulations in Malaysia through comprehensive company secretarial services.
Malaysia Company Statutory Secretary Services:
- Appointing a qualified company secretary as required by the Companies Act 2016
- Maintaining statutory registers, meeting minutes, and company documents
- Providing corporate compliance advice, including ensuring compliance with the Companies Act 2016 and other relevant Malaysian laws
- Tracking and scheduling annual audits and tax filings
- Handling the appointment, dismissal, or changes of directors and other senior management personnel
- Appointing or changing auditors
- Assisting with changes to the registered address of the company
- Assisting with changing the company name through the Companies Commission of Malaysia (SSM)
- Reporting paid-up capital
- Assisting with increasing the registered capital of the company
- Managing share transfers and the submission of documents and payment of stamp duty
- Assisting with reducing registered capital, where legally permissible
- Providing dual authentication services for company documents, submitted to relevant authorities, including embassies
- Providing authentication and notarization services for company documents
- Drafting and submitting other resolution documents (if required)
Malaysia Company Business Secretarial Services:
- Collecting and forwarding company mail (postage costs borne by the client)
- Call forwarding services, SMS and email reminders to ensure that important notices and deadlines are not missed
- Providing annual audit services, including preparing for the Annual General Meeting (AGM), drafting annual statements, and ensuring compliance with audit requirements
Malaysia Company Establishment Requirements
Directors
- At least one director is required
- Directors must be natural persons and at least 18 years of age
- If the number of directors falls below the minimum number required by Section (1) of the Companies Act due to resignation or departure, such resignation or departure shall be deemed invalid unless a new director has been appointed to fill the position
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Directors must ordinarily reside in Malaysia and have a principal place of residence in Malaysia
Shareholders
- At least one shareholder is required, with a maximum of 50 shareholders
- Minimum paid-up capital is 1 Malaysian Ringgit
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Shareholders can be corporate entities or individuals
Registered Address
- The company must always have a registered address in Malaysia
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The registered address must be open and accessible to the public during normal business hours
Company Secretary
- At least one company secretary is required
Registration Process
1. Fill in the registration application form and KYC form
Including company name, registered address, nature of business, paid-up capital, director and shareholder information, etc.
2. Company Name Search and Reservation
a. Conditions for a company name to be available:
- Must not be an objectionable or unacceptable name
- Must not be the same as an existing company, legal entity or business name
- Must not be the same as a name currently reserved under this Act
- Must not be of a type of name that the Minister has directed the Registrar to refuse registration
3. Company Registration
a. Company registration should be completed within 1 week of the return of documents by the client
b. The following company information is required to be completed for registration:
- Proposed company name
- Nature of company (private or public company)
- Proposed type of business
- Registered office address
- Business address
- Full particulars of directors and promoters
- Statement by directors and promoters
- Compliance statement by the person responsible for registration
- Other supporting documents (if any)
4. Adoption of Company Constitution
a. A company may choose to have a constitution or not.
b. If a company has a constitution, the company, each director and each member shall have the rights, powers, duties and liabilities set out in the constitution, unless, by the provisions of the constitution, those rights, powers, duties and liabilities are allowed to be modified and have been modified by a special resolution.
c. If a company does not have a constitution, the company, each director and each member shall have the rights, powers, duties and liabilities set out in the Companies Act 2016.
Name search and reservation
1. Principles for determining company names
a. Must use correct spelling and grammar
b. A mixture of Malay and English is allowed but must be used to describe the type of business and follow the correct grammar
- If a company name contains words other than Malay or English, the meaning of these words must be provided;
- The name must not be sacrilegious or potentially offensive to members of the public;
- Overly general words such as "Technology Sdn. Bhd." or "International Sdn. Bhd." must not be used;
- Only the names of the directors specified in the company registration application form can be used as the company name. If it is proposed to use other names of individuals, proof of relationship must be provided. Similarly, if the name of a member of a group of companies is proposed, a letter of consent from that group of companies must be obtained;
- The meaning of coined or invented words must be provided;
- The only symbols allowed in a company name are limited to 5 and must conform to the usage of the following symbols: (i) (ii) (iii) (iv) (v) "&" (including "dan", "and " and "N") eg: D&T Services Sdn. Bhd. "." ("dot " symbol) eg: Mr. John Trade Sdn. "-" ("hyphen " symbol).
- Only two words or common words with a hyphen are allowed. For example: Kupu-Kupu Design Sdn. Bhd. Focus Re-Engineering Sdn. Bhd."( )"bracket symbols, for example: ZY Advertising (2017) Sdn. Bhd."’" ("apostrophe" symbol) For example: Mum’s Recipe Sdn. Bhd. Dato’ Yusoff Yahaya Trading Sdn. Bhd.
2. Objectionable or unacceptable names
a. The Registrar has full discretion in deciding whether a name is objectionable or unacceptable
b. Names that contain obscene words
c. Names that are contrary to public policy, including those which may offend particular groups or religions
d. Names which may mislead as to the identity, nature, objects or purposes of a company, or which are otherwise misleading
3. Names prohibited by the Minister from registration
a. The Minister has directed the Registrar not to accept registration of the following names:
- Names which suggest connection with royalty or royal patronage, including those containing words such as "Royal", "King", "Queen", "Prince", "Princess", "Crown", "Regent" or "Imperial"
- Names which suggest connection with a State or Federal Government Department, statutory body, authority or agency or any local authority, including those containing words such as "Federal", "State" or "National"
- Names which suggest connection with any ASEAN, Commonwealth or foreign government, the United Nations or any other international organisation or alliance, including those containing words such as "ASEAN", "UNESCO", "NATO", "EEC" or "OPEC"
- Names which suggest connection with any political party, association, trade union, co-operative society or building society
- Names containing the following words or words of similar meaning: "Bank", "Banker", "Banking", "Bumiputra", "Bureau", "Chamber of Commerce and Industry", "Chamber of Manufacturers", "Chartered", "College", "Consumer", "Council", "Credit", "Exchange", "Executor", "Fair Price", "Finance", "Foundation", "Fund", "Guarantee", "Institute", "Insurance", "Investment", "Leasing", "Made in Malaysia", "Prime", "Registry", "Treasury", "Trust", "Unit Trust", "University"
4. Appeals against the decision of the Registrar
a. If a company applicant or promoter is dissatisfied with the Registrar’s decision that a name is available, an appeal may be made to the Minister
b. The appeal must clearly state the reasons and basis for using that name
Duties and Responsibilities of Directors
Under Section 213 of the Companies Act 2016
a. A director of a company shall at all times exercise his powers in accordance with this Act, for a proper purpose, in good faith and in the best interests of the company
b. A director of a company shall exercise reasonable care, skill and diligence
c. The knowledge, skills and experience that could reasonably be expected of a director undertaking the same responsibilities; and
d. Any additional knowledge, skills and experience actually possessed by that director
e. Any director who contravenes the provisions of this regulation commits an offence and shall on conviction be liable to imprisonment for a term not exceeding five years or to a fine not exceeding three million ringgit or to both
Annual Filing
Annual Return
Annual Return includes all information on the company such as business activities, place of business, registered office, directors, company secretary and members’ details and relevant information regarding the company’s shareholding structure. This information is required to be filed within 30 days from the anniversary date each year (for local companies), or for foreign companies, it is to be filed on their registration date.
By filing these documents, stakeholders are informed that the company still exists as at the anniversary date or registration date in the filing year. The information provided generally helps stakeholders to get an overall understanding of the company.
Financial Statements and Reporting
Financial statements and reports contain important information that allows stakeholders to assess a company's financial position and profitability.
The company's directors are responsible for maintaining an internal control system and properly maintaining accounting and other records to ensure that true and fair financial statements of the company can be prepared.
In addition, other company officers must ensure that financial statements and reports are submitted by the deadlines.
Please refer to the following table for the submission schedule:
What needs to be done before submission?
The preparer must ensure that any changes in company information that have occurred before the anniversary date have been registered and approved in the MyCoID 2016 system. This is to ensure that only approved information changes are reflected during the download of the annual return via mTool.
Beneficial Ownership
According to Section 60A of the Companies Act 2016, beneficial ownership is defined as "the person who ultimately owns or controls the company, including the person who exercises ultimate effective control over the company."
Even if the latest beneficial ownership information has already been submitted through the annual return, all companies are still required to submit beneficial ownership information via e-BOS. This is to ensure that beneficial ownership information is recorded in the e-BOS system or submitted within fourteen (14) days of the beneficial ownership information/changes being recorded in the company register.
Registered Address
The registered address of a company is an important intermediary between the company and the Companies Commission of Malaysia (SSM) and other government agencies, government departments and statutory bodies for receiving documents sent to the company from time to time by these agencies.
All statutory records, registers, minute books and common seal must be kept at the registered address, typically the company secretary's office. Your business address is where you conduct your business operations and activities.
The registered address is not your business address. Your business address can be anywhere in Malaysia, whether at home, shop, factory, or even without a business premises.
Malaysia Office：Suite 1, Level 23, Menara KOMTAR, 80888 Ibrahim International Business District, Johor Darul Ta‘zim, Malaysia
Tel：+607 272 5827
E-mail：enquiry@fozl.sg
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