Foreign-owned companies can invest with few restrictions in almost every business sector in Malaysia. A Malaysian company or subsidiary is ideal an Asia Pacific regional headquarters or financial services company or manufacturing and distributing company for practical reasons such as double taxation avoidance agreements with many countries, availability of raw materials and no tax on dividends received from foreign subsidiaries. However, before you register a company Malaysia, understanding and then adhering to all company laws governing and pertinent to register Sdn Bhd plays a big role in the future success of your business venture.

Register a Company Malaysia

The Companies Act 2016 repealed the Companies Act 1965, reforming many aspects of company law in Malaysia, thus changing the company law landscape in Malaysia to a large degree.

Under the CA 2016, a private company is required to have the following characteristics:

  • It is a company limited by shares
  • It has not more than 50 shareholders
  • It restricts the transfer of its shares
  • It cannot offer its shares or debentures to the public
  • It cannot allot shares or debentures with a view of offering them to the public
  • It cannot invite the public to deposit money with the company

In addition:

  • The Memorandum and Articles of Association becomes known as the Constitution, but except for a Company Limited by Guarantee, no other type of company is required to have one (unless they wish to modify that which has been prescribed in the Act).
  • Minimum number of directors: 1 director (instead of 2) who is a local Malaysian Resident. A sole director can also be the sole member of the private company.
  • Company Incorporation Application: Online submission available now.
  • Proof of Company Incorporation: Replaced by the Notice of Registration.
  • Common seal no longer mandatory. Signatures of authorised persons can be used. at least 2 authorised officers, 1 of whom must be a director. In the case of sole director, a witness must be called.
  • The New Act adopts no par value regime. Under the New Act, the share premium account and capital redemption reserves (CRR) account are no longer applicable.
  • AGM is no longer mandatory; though audited financial statement (AFS) is no longer put before the AGM, it must be circulated to members within 6 months of financial year end and lodged with the SSM within 30 days of circulation to members.
  • Lodgement of Annual Returns: Within 30 days from anniversary date of incorporation.