MALAYSIAN PRIVATE LIMITED COMPANIES
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The Companies Commission of Malaysia (“SSM” or “the Registrar”) have announced that the Companies Act 2016 (“CA 2016”) and Company Regulations 2017 (CR 2017) will be implemented on a staggered basis with the first phase effective from 31 January 2017 (“Enforcement Date”). With the enforcement of the first phase of the CA 2016, the Companies Act 1965 was repealed.

Below are basic types of registered companies available:
  • limited by shares, either be a private company or a public company;
  • limited by guarantee, shall be a public company;
  • unlimited companies, either be a private company or a public company.

This document covers setting up of private companies limited by shares in Malaysia.

A. Requirements of private companies limited by shares
  1. Name of company
    For private company, the name shall end with the word “Sendirian Berhad” or the abbreviation “Sdn. Bhd.”.

  2. Director
    Minimum one (1) natural person who is at least eighteen (18) years of age and shall ordinarily reside in Malaysia by having a principal place of residence in Malaysia.

  3. Member
    Minimum one (1), either natural person or corporate body, Malaysian or foreigner.

  4. Single Director / Member
    A company may be incorporated with only one (1) member and that single member can also be the sole director of the company. A person who is a single director (who is also the single member) can act as the secretary of the company. However, where the act is required to be done by both a director and a secretary, that act must be executed by two different persons.

  5. Share Capital
    Minimum one (1) share issued at the price determined by the director(s).

  6. Registered Office
    Maintain a registered office in Malaysia to which all communications and notices may be addressed and which shall be open and accessible to the public during ordinary business hours.

  7. Company Secretary
    At least one (1) natural person of at least 18 years of age and a citizen or permanent resident of Malaysia who shall ordinarily reside in Malaysia by having a principal place of residence in Malaysia. The secretary shall meet the qualifications as prescribed in the CA 2016.

  8. Constitution
    A company, may or may not have a constitution. Without its own constitution, the company, each director and member shall have the rights, powers, duties and obligations as set out in the CA 2016. Based on the CA 2016, a company shall not be formed for any unlawful purpose. Hence, if a company has adopted its own constitution, object clauses are now less significant and may or may not be specified in the Constitution.
B. Incorporation Procedures
  1. Application for proposed name An application must be submitted to the Registrar for confirmation of availability of the proposed name of the company. Fee of RM50.00 is payable to the Registrar for each name applied.

    If the proposed name is similar to that of a related or associated corporation, a written consent letter has to be obtained from the said corporation. A sample of such consent letter will be provided upon request.

    The Registrar takes about 1 to 2 working days to process this application. Where the proposed name is approved, it would be reserved for a period of thirty (30) days from the date of lodgement of the application.


  2. Once the name is reserved, we will complete the application for registration of a company (“Super Form”) in the Registrar’s MyCoID Gateway

  3. Kensington Corporate Services (Malaysia) Sdn. Bhd. (“KCSM”) is obligatory to take reasonable steps and conduct customer due diligence when establishing business relationship with any customer. Upon satisfaction of our customer due diligence exercise, receipt confirmation of information in Super Form and payment of our invoice, KCSM will submit the Super Form together with payment of the relevant registration fee.

  4. If the incorporation application is approved by the Registrar, a notice of registration will be issued by the Registrar. The Registrar takes about 1 to 2 working days to process incorporation application. The notice of registration is conclusive evidence that the company is duly registered under the CA 2016. An application may be made to the Registrar at a prescribed fee for issuance of the company’s certificate of incorporation.

  5. Company secretary(ies) of the company must be appointed within thirty (30) days from the incorporation date.

  6. If the company decides to adopt a constitution, it may do so after the incorporation and a copy must be lodged with the Registrar.

C. Key Features of Malaysian Private Companies

Share Capital
Permitted Currencies Ringgit Malaysia (MYR)
Minimum issued capital One (1)
Authorised capital N/A
Par / Nominal value N/A
Directors
Minimum One (1) individual
Minimum age Eighteen (18)
Local directors requirements Minimum one (1) director who shall ordinarily reside in Malaysia by having a principal place of residence in Malaysia
Location of meeting Anywhere
Minimum numbers of meeting Per Constitution (if any)
Shareholders
Minimum One (1)
Bearer shares No
Local shareholders requirements No
Location of meeting Anywhere
Minimum numbers of meeting None
Company Secretary
Minimum One (1)
Requirements A natural person, citizen or permanent resident of Malaysia, who shall ordinarily reside in Malaysia by having a principal place of residence in Malaysia and member of an approved body or licensed by the Companies Commission of Malaysia
Registered Office
Requirements Within Malaysia
Accounts
Records At the registered office or such other place as the directors think fit
Preparation of accounts Yes
Audit requirements and filing The Registrar shall have power to exempt any private company from this requirement based on conditions set by the Registrar
Publicly accessible records No
Taxation
Corporate Tax Rate
  • Company with paid-up capital not more than RM2.5m:
    Chargeable Income YA 2016
    The first RM500,000 19%
    In excess of RM500,000 24%

  • Company with paid-up capital above RM2.5m at the beginning of the basis period 24%

  • Non-resident company / branch 24%
Goods and Services Tax (GST) Standard rate of 6%. Businesses making taxable supplies where the annual sales turnover exceeds MYR 500,000 must register for GST.
Annual Requirements
Annual Return Each calendar year not later than thirty (30) days from the anniversary of its incorporation date
Financial statements and reports Financial statements and reports are to be circulated to members of the Company within six (6) months of its financial year end. A copy of the financial statements and reports shall be lodged with the Registrar within thirty (30) days from the circulation to its members.
Annual Tax Return Under the self-assessment system, submission should be made within seven (7) months from the end of the accounting period of the company which constitutes the basis period for the year of assessment.
General
Legal System Common Law
Corporate Redomiciliation No
Double Taxation Treaty Access Yes


For more details, please contact us at info@kensington-trust.com

The information in this document is not advice of any kind but general information only and should not be relied on as legal advice. Kensington Trust Group recommends seeking professional advice on legal or tax issues affecting you before relying on it. While Kensington Trust Group tries to ensure that the content of this document is accurate, adequate or complete, it does not represent or warrant, express or implied, its accuracy, correctness, completeness or use of any of the information. Kensington Trust Group does not assume legal liability for any loss suffered as a result of or in relation to the use of this document. To the extent permitted by law, Kensington Trust Group excludes any liability for negligence, for any loss, including indirect or consequential damages arising from or in relation to the use of this document.