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
Incorporating a company in Malaysia is a crucial step for businesses looking to tap into Southeast Asia’s growing market. As a rapidly developing economy and a strategic hub for foreign investments, Malaysia offers a wide range of business opportunities for both local and international entrepreneurs. We provides a comprehensive suite of company incorporation services in Malaysia, including legal advisory, tax planning, and regulatory compliance to ensure that your business is set up in accordance with Malaysian laws and guidelines, such as the Companies Act 2016 and Income Tax Act 1967.
The company registration process we provide in Malaysia includes:
- Preparation and submission of registration application form and related documents: This includes details such as the company name, registered office address, principal business activities, paid-up capital, and information about directors and shareholders, including their identification documents.
- Company name search and reservation: We will conduct a name search through the Companies Commission of Malaysia (SSM) to ensure the proposed name complies with Malaysian regulations and does not contain restricted or sensitive words.
- Submission of incorporation forms and documents to SSM: We wil file all necessary incorporation docucment to get the Section 14, Section 15 and Section 58.
- Waiting for SSM’s approval: The Companies Commission of Malaysia will review your application, with the process typically taking 5-7 working days.
- Bank account opening procedures: Once the company is successfully registered, we will assist you in contacting a local bank to open a corporate bank account.
We help your company comply with local regulatory requirements in Malaysia through our comprehensive company secretarial services.
Malaysia Company Statutory Secretarial Services:
- Appointment of a qualified company secretary, as required by the Companies Act 2016 for Malaysian companies.
- Maintenance of statutory registers, minutes, and company documents.
- Corporate compliance consultation, including ensuring adherence to the Companies Act 2016 and other relevant Malaysian laws.
- Monitoring and follow-up on the schedule for annual audits and tax filings.
- Handling the appointment, removal, or change of directors and other officers.
- Appointment or change of auditors.
- Assistance in changing the company’s registered office address.
- Facilitation of company name changes through SSM.
- Reporting of paid-up capital
- Assistance with increasing the company’s share capital.
- Management of share transfers and submission of documents for stamp duty on share transfers.
- Reduction of registered capital, as permitted by law.
- Double-certification of company documents for submission to relevant authorities, including embassies.
- Certification and notarization of company documents.
- Drafting and submission of other resolution documents as needed.
Business Secretarial Services for Malaysia Companies:
- Provision of a registered office address at a Grade A office building.
- Collection and forwarding of company mail (clients to bear postage costs).
- Telephone call forwarding, SMS, and email reminders for important notices and deadlines.
- Annual audit services, including preparing for the Annual General Meeting (AGM), drafting annual returns, and ensuring compliance with audit requirements.
Malaysia Company Setup Requirement
Directors
- Minimum one director
- Should be natural person who is at least eighteen years of age
- A director of a company shall not resign or vacate his office if by his resignation or vacation from office, the number of directors of the company is reduced below the minimum number required under subsection (1) and any purported resignation or vacation of office in contravention of this section shall be deemed to be ineffective unless a person is appointed in his places.
- Ordinarily reside in Malaysia by having a principal place of residence in Malaysia
Shareholder
- Minimum one shareholder and maximum 50 shareholder
- Minimun 1 paid up capital
- Corporate or Individual
Registered Address
- A company shall at all times have a registered office in Malaysia
- Shall be open and accessible to the public during ordinary business hours
Company Secretary
- Minimum one company secretary
Incorporation Process
1. Name searching and Name reservation
Including company name, register address, nature of business, paid up capital, directors, shareholders.
2. Name Searching and Name Reservation
a. A name is available if it is not :
- Undesirable or unacceptable
- Identical to an existing company, corporation or business.
- Identical to a name that is being reserved under this act;or
- A name of a kind that the Minister has directed the Registrar not to accept for registration
3. Incorporation
a. The company registration should be completed within 1 week after client return back the document.
b. Incorporation information that needs to be completed is as follows：
- The proposed company name
- The status of a private or public company
- The proposed type of business
- The address of registered office
- The business address
- Complete details of directors(s) and promoter(s)
- Declaration from directors(s) and promoter(s)
- Declaration of compliance from individuals responsible for incorporation
- Additional Documents (if any)
4. Adopt of Constitution
a. A company may or may not have a constitution.
b. If a company has a constitution, the company, each director and each member of the company shall have the rights, powers, duties and obligation set out in this Act, except to the extend that such rights, powers, duties and obligations are permitted to be modified in accordance with this Act, and are so modified by the constitution of the company.
c. If company has no constitution, the company, each director and each member of the company shall have the rights, powers, duties and obligations as set out in Companies Act 2016.
Name Search and Name Reservation
1. The following principles should be observed when deciding on a name of a company:
a. Correct spelling and proper grammar must be used
b. The use of mixture of Bahasa Malaysia and English is allowed if the use is to describe the type of business and must follow proper grammar.
- If a name contains words other than the Malay or English Languages, the meaning of such words must be given;
- Names which are not blasphemous or likely to be offensive to members of the public; (e) Names which do not resemble elements of religion;
- Refrain from using words which are too general, for example “Technology Sdn. Bhd.” or “International Sdn. Bhd.”;
- Only names of directors who are specified at the application form for incorporation can be used as company names. Proof of relationship must be given if other individual names are proposed to be used. Similarly, consent letter must be obtained from the group of companies whose individual names are proposed;
- The meaning of created or coined words must be given;
- Use symbols that are allowed to be used in the name of the company is limited to 5 symbols only and must be appropriate to the use of: (i) (ii) (iii) (iv) (v) “&” (include “dan”, ‘and” and “N”) Example : D&T Services Sdn. Bhd. “.” (“dot” symbol) Example : Mr. John Trade Sdn. Bhd. “-“ (“hyphen” symbol).
- Allowed only for double words or common words that use hyphen. Example : Kupu-Kupu Design Sdn. Bhd. Focus Re-Engineering Sdn. Bhd. “( )” bracket symbol Example : ZY Advertising (2017) Sdn. Bhd. “ ’ ” ( “apostrophe” symbol) Example : Mum’s Recipe Sdn. Bhd. Dato’ Yusoff Yahaya Trading Sdn. Bhd.
2. Undesirable or unacceptable names
a. The Registrar has a full discretion in determining whether a name is undesirable or unacceptable. In exercising that discretion, the Registrar may determine that a name is undesirable or unacceptable if
b. Contains words of an obscene nature
c. It is contrary to public policy including names
d. It may likely offend any particular section of a community or any particular religion
e. Names that are misleading as to the identity, nature, objects or purposes of a company or in any other manner
3. Names which are prohibited under the direction of the Minister
a. The Minister has directed the Registrar not to accept the following names for registration:
- Names suggesting connection with a members of the Royal family or Royal patronage including names containing such words as “Royal”, “King”, “Queen”, “Prince”, “Princess”, “Crown”, “Regent” or “Imperial”;
- Names suggesting connection with a State or Federal government department, statutory body, authority or government agency or any municipality or other local authority, including names containing such words as “Federal”, “State” or “National”;
- Names suggesting connection with any ASEAN, Commonwealth or foreign government or with the United Nations or with any other international organization or cartel including names containing such words as “ASEAN”, “UNESCO”, “NATO”, “EEC” ,“OPEC”;
- Names suggesting connection with any political party, society, trade union, co-operative society or building society;
- Names including the following words or any words of like import: “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
Directors' Duties and Responsibilities
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 and in good faith in the best interest of the company
b. A director of a company shall exercise reasonable care, skill and diligence with
c. The knowledge, skill and experience which may reasonable be expected of a director having the same responsibilities; and
d. Any additional knowledge, skill and experience which the director in fact has
e. A director who contravenes this section 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 Submission
Annual Return
Annual Return comprise of all company’s information such as the business activities, the location of the business, registered office, particulars of its director(s), companies’ secretary(ies) and members with its shareholding particulars in the company. All these particulars are to be submitted on the yearly basis within thirty (30) days of the anniversary date for the local company or in the case of foreign company, on their registered date.
By submitting the document, the stakeholders will be informed that the company is still exist at the anniversary or registered date for the year submitted. The information provided will usually assist the company’s stakeholders to form a general understanding about the company.
Financial Statements and Reports
The financial statements and reports contain significant information to be used by stakeholders to evaluate a company's financial health and earnings potential.
The director(s) of a company are responsible to maintain a system of internal controls and keep proper accounting and other records that will enable the preparation of true and fair financial statements of the company.
While the other officers of the company must ensure that the submission of financial statements and reports to be made within the prescribed period.
The timeline of the submission can be referred to in the following table:
What should I do before submission?
The preparer must ensure that any changes in companies’ pparticulars that happens before the anniversary date, should be registered and approved in the MyCoID 2016 system. This is to ensure that only the approved changes in particulars to be reflected during the downloading process of the Annual Return into the mTool.
Beneficial Owner
Under section 60A of the CA 2016, a beneficial owner is defined as “a natural person who ultimately owns or controls over a company and includes a person who exercises ultimate effective controls over a company.
All companies need to submit Beneficial Ownership via e-BOS even though latest Beneficial Ownership information has been lodged through Annual Return. This is to ensure that the beneficial ownership information is recorded in Ebos or submission must be made within fourteen (14) days from the date beneficial ownership information/ change is recorded in the company's register.
Registered Address
The registered office of the company is an important intermediary between the company and the Companies Commission of Malaysia and other government bodies, government agencies and statutory bodies to surrender their documents to the company from time to time.
All statutory records, registers, minute books and common seal are required to be kept in the registered office of your company, normally will be at the company secretary’s office. Your business office is a place where your business operations & activities are conducted.
The registered office is NOT your business office. You can have your business office anywhere in Malaysia, be it at your home, shop, factory or even if you don’t have one.
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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