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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 With the enforcement of the first phase of the CA 2016, the Companies Act 1965 was repealed.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 public companies limited by shares in Malaysia.

A. Requirements of public companies limited by shares
  1. Name of company
    For public company, the name shall end with the word “Berhad” or the abbreviation “Bhd.”.
  2. Director
    Minimum two (2) 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. Share Capital
    Minimum one (1) share issued at the price determined by the directors.
  5. 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.
  6. 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.
  7. 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.
  8. 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.
    7. C. Commencement of Business
      1. (1) A public company with share capital which has not issued a prospectus inviting the public to subscribe for its shares or has not issued a prospectus under the Capital Markets and Services Act 2007, cannot commence any business or exercise any borrowing power until -
        • a statement in lieu of prospectus which complies with the CA 2016 has been lodged with the Registrar; and
        • a statutory declaration verifying the requirements under the relevant paragraphs in CA 2016 have been complied with.
      2. The company shall become entitled to commence business or exercise any borrowing powers after lodgement of the statutory declaration with the Registrar.
      D.Key Features of Malaysian Public Limited Companies

      Share Capital
      Permitted Currencies Ringgit Malaysia (MYR)
      Minimum issued capital One (1)
      Authorised capital N/A
      Par / Nominal value N/A
      Minimum Two (2) individuals
      Corporate directors Not allowed
      Minimum age Eighteen (18)
      Local directors requirements Minimum two (2) directors 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)
      Minimum One (1)
      Bearer shares No
      Local shareholders requirements No
      Location of meeting Anywhere
      Minimum numbers of meeting One (1) annually
      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
      Records At the registered office or such other place as the directors think fit
      Preparation of accounts Yes
      Audit requirements and filing Yes
      Publicly accessible records Yes
      Corporate Tax Rate
      • Company with paid-up capital of RM2.5m and below at the beginning of the basis period:
        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%
      Annual Requirements
      Annual General Meeting (AGM) Within six months of the Company’s financial year end and not more than fifteen (15) months after the holding of the last preceding AGM with the first AGM held within eighteen (18) months of its incorporation.
      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 at least twenty-one (21) days before the date of its AGM. A copy of the financial statements and reports shall be lodged with the Registrar within thirty (30) days from the AGM.
      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.
      Legal System Common Law
      Corporate Redomiciliation No
      Double Taxation Treaty Access Yes

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      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.