INCORPORATION OF COMPANY IN MALAYSIA
The Companies Act 2016 (“CA 2016”) came into force on 31 January 2017, providing easier incorporation of companies compared to the previous Companies Act 1965. Under the CA 2016, a company can be incorporated by a single shareholder, allowing that shareholder to have complete control over the company while still enjoying the separate liability of the corporate entity. This makes it more attractive for businesses, entrepreneurs and business owners to incorporate a company in Malaysia.
They are several types of companies that can be incorporated under the CA 2016:
1. Company limited by shares;
2. Company limited by guarantee; or
3. Unlimited company.
A company limited by shares can be either a private company or a public company. In Malaysia, most business owners prefer to incorporate private limited companies or public limited companies. The minimum requirements that you should know before incorporation are described below：
Requirements |
Private Limited Company |
Public Limited Company | ||
|
Number of Shareholders |
Minimum one (1) and maximum fifty (50), either individual or corporate shareholders |
Minimum one (1) and no maximum limit, either individual or corporate shareholders | ||
|
Number of Shares |
One (1) or more |
One (1) or more | ||
|
Minimum paid-up capital |
RM1.00 |
RM1.00 | ||
|
Number of Directors |
At least one (1) |
Minimum two (2) | ||
|
Age of Directors |
At least eighteen (18) years old |
At least eighteen (18) years old | ||
|
Residency of Directors |
Ordinarily resides in Malaysia by having a principal place of residence in Malaysia (At least 1 director shall fulfil this requirement) |
Ordinarily resides in Malaysia by having a principal place of residence in Malaysia (At least 2 directors shall fulfil this requirement) | ||
|
Dual Role of Director and Shareholder |
The same individual person can be a shareholder and a director of the company |
The same individual person can be a shareholder and a director of the company | ||
|
Number of Qualified Company Secretaries |
Minimum one (1) qualified company secretary, who is at least eighteen (18) years old and is a citizen or permanent resident in Malaysia |
Minimum one (1) qualified company secretary, who is at least eighteen (18) years old and is a citizen or permanent resident in Malaysia | ||
|
Appointment of Company Secretary |
Within 30 days from the date of incorporation |
Within 30 days from the date of incorporation | ||
|
Consent to Act |
Both director(s) and company secretary shall give their consent to act as director(s) and company secretary, respectively |
Both directors and company secretary shall give their consent to act as directors and company secretary, respectively | ||
|
Statutory Declaration of Compliance with the CA 2016 |
Promoter(s), director(s) and company secretary |
Promoter(s), directors and company secretary | ||
|
Nature of Business |
To provide one (1) to three (3) lawful business activities |
To provide one (1) to three (3) lawful business activities | ||
|
MSIC Code |
The MSIC code shall represent the nature of company’s business |
The MSIC code shall represent the nature of company’s business | ||
|
Proposed Name of Company |
Subject to the approval of Companies Commission of Malaysia. If approved, the name will be reserved for thirty (30) days (with a maximum extension up to one hundred eighty (180) days) |
Subject to the approval of Companies Commission of Malaysia. If approved, the name will be reserved for thirty (30) days (with a maximum extension up to one hundred eighty (180) days) | ||
|
Particulars of Shareholders |
Full name, identity number, nationality, residential address, race, email address, number of ordinary shares, and price per share |
Full name, identity number, nationality, residential address, race, email address, number of ordinary shares, and price per share | ||
|
Particulars of Directors |
Full name, identity number, nationality, residential address, race, and email address. |
Full name, identity number, nationality, residential address, race, and email address. | ||
|
Registered Office |
Must be in Malaysia and open and accessible to the public during ordinary business hours |
Must be in Malaysia and open and accessible to the public during ordinary business hours | ||
|
Constitution |
Optional, but can be adopted after incorporation of company |
Optional, but can be adopted after incorporation of company |
In addition to enjoying limited liability status, both private and public limited companies are obligated to adhere to the provisions outlined in the CA 2016. This legislation provides a structured framework that encompasses various requirements for the establishment, management, and dissolution of a company. These requirements cover vital aspects such as the maintenance, preparation, and auditing of financial statements, as well as other corporate governance provisions including disclosures, conflict resolution protocols, and reporting obligations as stipulated in the CA 2016. As a result, operating a business as a private or public limited company instills a higher level of credibility in the eyes of the stakeholders due to the assurance and compliance demanded by law.
At
YYC, we offer professional guidance and advice throughout the entire pre and
post-incorporation process to assist you in efficiently incorporating your
company.
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