• By an individual operating as a sole proprietor, or
• By two or more (but not more than 20) persons in partnership, or
• By two or more partners forming limited liabilities partnership (“LLP”); or
• By a locally incorporated company or by a foreign company registered under the provisions of the Companies Act, 2016.

There are few types of companies stipulated in the Companies Act, 2016. It can be classified as follows: –

• Private Company limited by shares, commonly known as Sdn Bhd’s
• Public Company limited by shares, commonly known as Berhad’s, can be listed (listed on a stock exchange) or unlisted.
• Public Company limited by guarantee (“CLBG”)
• Foreign Company
• Unlimited Company

Limited by shares

A company limited by shares where the personal liability of its members is limited to the amount and number of shares taken or agreed to be taken by them.

Limited by guarantee

A company limited by guarantee where the members guarantee to meet liability up to an amount stated in the constitution in the event of the company is wind up.

Unlimited

An unlimited company, where there is no limit to the members’ liability.

• Requirement
  Director

  Section 196 of the Companies Act, 2016 (hereinafter referred to as “CA 2016”) provides a private company shall have at least one (1) natural person as the company director and who is at least eighteen years of age and ordinarily reside in Malaysia by having a principal place of residence in Malaysia.Section 198 provides that a person shall not hold office as a director of a company or whether directly or indirectly be concerned with or takes part in the management of a company, if the person

  • is an undischarged bankrupt;
  • has been convicted of an offence relating to the promotion, formation or management of a corporation;
  • has been convicted of an offence involving bribery, fraud or dishonesty;
  • has been convicted of an offence under sections 213, 217, 218, 228 and 539 of CA 2016; or
  • has been disqualified by the Court under section 199 of CA 2016.

  Shareholder

  For shareholder(s) can be either held by company(ies) (foreign or local) or individual (foreign or local). The number of shareholders shall not exceed 50 members. The shareholding structure of a company is determined by the shareholders after taking into consideration of the nature of business and licensing / approval requirement of the business.

  Capital

  There is no minimum share capital requirement for incorporation of a private company under the CA 2016.

  Qualified Company Secretary and Auditors

  A private company must appoint at least one qualified company secretary pursuant to section 235 of CA 2016 and an approved Auditors to audit the company account.

• Timeframe and the process to incorporate a private company in Malaysia

  The company can normally be set up within 1 week to 2 weeks times. Generally, the process flow will be as follows:

  • Step 1: Name Search – to reserve a proposed name of Company (estimate 2 to 3 working days)
  • Step 2: Preparation and Signing of Incorporation Documents (estimate 1 week or longer depending on director and shareholder availability)
  • Step 3: Submission of application of Incorporation of Company to SSM (estimate 2 to 3 working days)

  If you are interested, please fill up this form and email to us at enquiry@cisgroup93.com

• The basic compliance cost of maintain a private company per annum

  Generally, the maintenance fees of a dormant private company is estimated to be RM3,000.00 per annum inclusive of the following: –

  • Company Secretary Fee RM1500
  • Audit Fees – RM800
  • Tax Agent Fees – RM400
  • SSM filling Fees – RM200
• Close down a private company

  A company can close down by the following methods: –

  • Strike off under Section 550 of the CA 2016
  • Winding Up under the modes provided under Section 432 of CA 2016.