Company Secretarial

  • Company incorporation (Sdn Bhd, Berhad)
  • Malaysia Company Incorporation Services
  • Guide to Select Your Malaysia Company Names
  • Guide to Malaysia Company Registration

Your company is under the obligation to file an annual return and other documents with Suruhanjaya Syarikat Malaysia (“SSM”). In addition, the Company Secretary traditionally maintains the company’s statutory registers listed below:

  • > Register of company members
  • > Register of company directors and company secretary
  • > Register of application and allotments and return of allotments
  • > Registers of transfer of shares, debenture holders, and charges related to the company
  • >The company secretary should keep the company seal, share certificates, letters of allotment, the Memorandum and Articles of Association, and the Certificate of He or she should also arrange and provide notice for company meetings, and directors’ meetings. The company secretary, as an officer of the company, is liable, together with the company directors, for default fines and other penalties provided by the Companies Act 1965 and imposed by the SSM. We can provide this service for your company thereby ensuring compliance with these requirements.
  • > Provision of a named Company Secretary
  • > Upkeep and maintenance of the various Registers and Statutory Records
  • > Liaising with SSM in respect of the Company’s secretarial and related affairs
  • > Advisory on compliance with the requirements of the Companies Act, 1965 and other relevant prevailing statutory requirements
  • > To arrange for and attend Board and General Meetings of the Company and the preparation of the minutes thereof

WHY MUST HAVE COMPANY SECRETARY

It is required by the Companies Act 2016 that every sdn bhd or berhad companies must have at least one company secretary appointed by the company.

The main role of a company secretary is to assist the board of directors to comply with all the requirements stated under the Companies Act 2016.

Procedure for Incorporate Sdn Bhd in Malaysia?

  • Complete the Online Incorporation Form, Whatsapp Us or Email us
  • We will perform company name search to check availability of the proposed name(s) and get back to you within 24 hours
  • Email us on the name to be reserved together with the required information and payment slip for our professional fees
  • Upon receipt of payment, the company name will be reserved at your request
  • We will prepare full set of registration documents (Super Form)
  • Signing of documents by all directors & shareholders (this for internal use only)
  • Upon signing, we will proceed to incorporate the company with SSM
  • Issuance of Notification of Incorporation by SSM
  • Once the company is incorporated, we will email you all the relevant documents for records.

How long it takes to incorporate company in Malaysia?

Based on our past experience, the whole incorporation process will take 7 to 14 working days.

New Company Registration Time Table:

1

Company name search with SSM Malaysia

1 – 2 Days

2

Prepare SuperForm, we will prepare the registration documents

1 – 3 Days

3

Signing of documents by all directors & shareholders

1 Day

4

Submission to SSM for registration of your new company

2 – 4 Days

5

Notice of Registration from SSM

2 – 4 Days

Total minimum working days required to get Company Number

7 – 14 Days

Note: The above timetable is merely estimated based on Bayabumi Sdn Bhd’s past experiences dealing with SSM over successful registration companies and it is however largely subject to any delay from SSM and also subject to the availability of the SSM’s MyCoID online system.

The Requirement to Incorporate Sdn Bhd?

Requirement to form a Sdn Bhd or private limited company are an below, based on Companies Act 2016 implemented with effective from 31.1.2017.

A minimum of one director

A minimum of one shareholder

A company secretary who is certified and licensed under Companies Commission of Malaysia (SSM)

Registered office address in Malaysia. 

Information Required for Incorporation in Malaysia?

Below are the information required for incorporation

  • At least 3 proposed business or company names
  • Detail of the principle business activities (can be more than one activity)
  • A photocopy of all the directors’ and shareholders’ I/C or Passport
  • Details mailing address and contact number for all the directors and shareholders
  • Supporting document like utilities bill or tenancy agreement if the residential address of the director is different from the I/C or passport
  • Paid up capital information (min RM 1 to RM 1,000)
  • Percentage of shareholding of each shareholders.

Requirement to be a Director in Sdn Bhd?

The person need to be:

Minimum aged of 18 and above

He or she is not bankrupt and imprisoned

He or she is not convicted whether within or outside Malaysia of any offence

Not imprisoned in past 5 years

Not restricted by the Company’s Constitution

Who Can Be Shareholder ?

  • A shareholder is one of the owners of a company (Sdn Bhd or Berhad).
  • A shareholder could be a person, a joint venture, another company or any other form of organization or body.
  • The quantity of shares held by every shareholder represents how much of the company they own and thus determines their profit sharing & decision-making power.
  • Determines the shareholders profit sharing & decision-making power is depend on the total quantity of shares held by every shareholder
  • Being the beneficial owner of a company, shareholders do not take part in the daily management of the business. These duties are the responsibility of the company director(s).
  • In Malaysia, it is very common that a shareholder is also the director of the same company.

Post Incorporation matter to Attend once the Company is fully Incorporated ?

Once the Malaysia Company has been incorporated, you may start your business immediately. But here are the few things to take note:

  • Opening bank account
  • Register with Sales and Services Tax (SST) if necessary. The registration of SST is not compulsory unless the business annual sales if more than RM500,000.
  • Register with EPF and Socso if you planning to hire staff for your business
  • Hire a qualified accountant to manage the account when the business starts as the account need to be in proper stage for auditing and taxation purposes. We do offer accounting and consulting service with qualified accountant to assist you and your business. Depending on the Company’s volume of transaction, we offer bookkeeping services either on weekly, monthly, quarterly or yearly basis.
  • To decide on the Company’s fiscal year end

Can a Foreigner Set Up Company in Malaysia?

The answer is yes. Foreigners are allow to setup or incorporate a Private Limited Company, Sdn Bhd in Malaysia. The procedure of incorporation is same as the local. Do note that, a foreigner will be consider as a resident director if his principal place or place of residence is within Malaysia or he has employment pass or permanent resident pass in Malaysia. This allows the foreigner to register him or herself as the sole director.

If the foreigner is not a resident director then the Company has fulfilled the requirement under Section 122(1) of the Companies Act, 1965 – must have at least two (2) director who each has his principal place or only place of residence within Malaysia. This section is mainly to ensure that there is a point of contact in Malaysia and the purposes of enforcement.

Ultimately, a Malaysia resident is refer to a citizen or a permanent resident of Malaysia or a person with employment pass.

Can Foreigner Become a Director for a Sdn Bhd in Malaysia?

Any person aged above 18 years old can be appointed as director and before a person can be appointed as a director, he must lodge with SSM a statutory declaration (Form 48A) declaring that he or she is qualified from being a director due to:-

  • Being not an undischaged bankrupt
  • Not been convicted whether within or outside Malaysia of any offence (in connection with the promotion, formation or management of a corporation; involving fraud or dishonesty punishable on conviction with imprisonment for three months of more; or under section 213, 217, 218, 228 or 539, within a period of five years preceding the date of this declaration.
  • Not been imprisoned for any offence referred to above within the period of five years immediately preceding the date of this declaration.

In short, a foreigner can be appointed as directors provided he is not disqualified from being a director.

Service Included in the Annual Retainer fees?

  • Acting as named Corporate secretary by our qualified professional staff (Malaysian)
  • Preparing resolutions on instructions
  • Advice on secretarial/compliance/accounting
    /tax/SST matters
  • Monitoring and ensuring compliance with relevant legal requirements, particularly under the Companies Act and Income Tax Act.

COMPANIES ACT 2016 MAJOR CHANGES

Companies Act 2016 implemented with effective from 31.1.2017.The previous Companies Act 1965 duly repealed.Major Changes:-

  • ONE PERSON company
  • NO MORE AUTHORISED CAPITAL required. No more nominal value or par value for each shares. Only remain paid up capital! Any future share issued will be at an issue price. The issue price may be determined by Board based on company performance.
  • NO MORE ANNUAL GENERAL MEETING. Audit report approved by Board and adopted by Members. Filing audit report with authority within 7 months from year end
  • ANNUAL RETURN will be filed within 30 days from company’s anniversary date (i.e date of incorporation)
  • NO COMPULSORY TO ADOPT CONSTITUTION
  • WITH NO CONSTITUTION, all changes in the company details, directorship, shareholdings etc will be governed by new Act
  • No compulsory to adopt COMMON SEAL
  • No compulsory to have SHARE CERTIFICATESCorporate Secretarial Services

What are the yearly charges to maintain a sdn bhd company?

It is important to know the yearly charges to be spent on maintaining a sdn bhd company before making decision to register sdn bhd company in Malaysia.

First of all, every company (sdn bhd) needs to hold an AGM (annual general meeting) every year. You are required to submit annual return and audited financial statements (audited accounts/reports) to SSM within one month from the date AGM held. 

4 professional partners for a sdn bhd company

Thus, you will need the following professional people to help you to meet the compliance requirements:

Company Secretary

To organise AGM & submission of annual return to SSM

Tax agent

To compute the tax figures & submission of form C to LHDN (Inland Revenue Board)

Auditors

To conduct audit on the management accounts & prepare audited financial statements.

Accountant

To prepare full set management accounts for audit purposes

Realated Links:

close