Here are some basic facts and useful information for setting up and forming a limited company (Sdn Bhd) in Malaysia.
[This page is updated on 22/6/2018 to include the effect of the new Companies Act 2016 that came into effect on 31 January 2017.]
Suruhanjaya Syarikat Malaysia (Companies Commission Malaysia)
- The Companies Commission of Malaysia (SSM) established on 16 April 2002, serves as an agency to incorporate companies and register businesses in Malaysia.
- According to the Companies Act 2016, a sdn bhd company can be incorporated with minimum paid-up capital of RM1.
What documents do you need to form a company in Malaysia?
- Copy of your identity card (IC) or copy of your passport (for foreign director)
- Every company needs at least 1 directors who is at least 18 years of age and are residing in Malaysia.
- He/she is not a bankrupt and has not been convicted and imprisoned for a period of past 5 years.
- Every company needs at least 1 shareholder who is at least 18 years of age.
Company Secretary requirements
- A company must have at least one Company Secretary
- Company secretary must be a member of any one of the prescribed professional bodies or licensed by the SSM.
Registered office requirements
- Every company must have a registered office in Malaysia to which all communications and notices may be addressed.
- It is normal practice in Malaysia to have the secretarial office as registered office of the company.
Accounts and Audit
- An active company is required to prepare its accounts and to be audited by approved auditors in Malaysia every year.
- A company must appoint one or more auditors who must be approved auditors in Malaysia.
- The audited accounts must be circulated to all the shareholders of the company within 6 months from the date of financial year end.
- This audited accounts is required to be lodged with SSM within 30 days from the date of circulation to shareholders.
Annual General Meeting (AGM)
- A sdn bhd company, of which was incorporated prior to 31 January 2017 and has not adopted new Constitution under the new Companies Act 2016, is required to hold its Annual General Meeting (AGM) within 6 months from the accounting year end.
- All sdn bhd companies that incorporated on or after 31 January 2017 do not need to hold AGM.
- Every company is required to lodge the Annual Return (AR) within 30 days from the anniversary of its incorporation date. (For example, a company incorporated on 31 May 2017 must submit AR within 30 days from 31 May 2018)
- Annual return is a snapshot of general information about a company’s directors, secretary, registered office, shareholders, share capital, principal business activities, etc.