What is a Malaysian Company?
Starting a business in Malaysia is an exciting opportunity, but it begins with understanding the legal framework and the company registration process. A Malaysian company is a business entity incorporated under the Companies Act 2016 and registered with the Companies Commission of Malaysia (SSM).
Navigating the company registration process in Malaysia and meeting all compliance requirements can be challenging, which is why professional services like 3E Accounting help businesses incorporate, register, and manage their companies smoothly and efficiently.
With the right support, you can set up your business in Malaysia with confidence, ensuring a strong foundation for growth, compliance, and long-term success.
Definition of a Malaysian company
A Malaysian company is a legally recognised business entity that operates as a separate legal entity. This allows it to own assets, enter into contracts, incur debts, and sue or be sued independently from its owners.
The Private Limited Company (Sendirian Berhad / Sdn Bhd) is the most common type of company registered in Malaysia for entrepreneurs and investors. Under the Companies Act 2016, a private limited company is defined as:
- Incorporated as a private company under Section 15 or Section 26(1) of the Companies Act 2016; or
- Recognised as a private company under the previous written law prior to the enforcement of the Companies Act 2016.
General Info Related To Malaysia company
All Malaysian companies must be registered with the Companies Commission of Malaysia (SSM), the statutory authority responsible for regulating Malaysian company registration and corporate compliance.
1. Legal Entity
A company in Malaysia:
- It is a legal entity separate and distinct from its shareholders and directors.
- It is a taxable entity in its own right under Malaysian law.
2. Language
The primary language used for Malaysia company registration and statutory filings is:
- Main language: Malay
- Secondary language: English, Chinese
3. Authority
A. Companies Commission of Malaysia (Suruhanjaya Syarikat Malaysia, SSM)
The Companies Commission of Malaysia (SSM) is a statutory body that governs and regulates companies and businesses in Malaysia.
It is the principal authority overseeing Malaysian company registration, corporate governance, and statutory compliance.
SSM was established following the merger of the Registrar of Companies (ROC) and the Registrar of Businesses (ROB) and commenced operations on 16 April 2002.
SSM’s key functions include:
- Incorporating companies and registering businesses
- Providing public access to company and business information
- Ensuring compliance with Malaysian business registration and corporate legislation
- Promoting and strengthening corporate governance standards
Legislation Under SSM’s Administration and Enforcement
- Companies Commission of Malaysia Act 2001
- Companies Act 2016 (Act 777)
- Interest Schemes Act 2016 (Act 778)
- Registration of Businesses Act 1956 (Act 197)
- Limited Liability Partnerships Act 2012
- Trust Companies Act 1949 (Act 100)
- Kootu Funds (Prohibition) Act 1971 (Act 28)
- Companies Regulations 2017
- Interest Scheme Regulations 2017
- Registration of Businesses Rules 1957
- Companies Commission of Malaysia (Licensing of Secretaries) Regulations 2017
- Limited Liability Partnership Regulations 2012
B. Inland Revenue Board Of Malaysia (“IRBM”)
The Inland Revenue Board of Malaysia (IRBM) is a statutory body under the Ministry of Finance Malaysia.
It is one of the primary revenue collection agencies responsible for administering direct taxes in Malaysia. IRBM was established under the Inland Revenue Board of Malaysia Act 1995.
IRBM is responsible for the administration of direct taxes under the following Acts :
- Income Tax Act 1967,
- Petroleum (Income Tax) Act 1967,
- Real Property Gains Tax Act 1976,
- Promotion of Investments Act 1986,
- Stamp Act 1949,
- Labuan Business Activity Tax Act 1990.
Key Members of a Malaysian Company
A Malaysian company, particularly a private limited company (Sdn Bhd), must appoint certain key officers to comply with the Companies Act 2016.
1. Directors
It is a mandatory requirement for every company in Malaysia to appoint at least one director.
The director must:
- Be a Malaysian citizen or a Permanent Resident of Malaysia
- Be at least 18 years old
- Not be declared bankrupt
- Not have been convicted of any criminal offence
- Not have been imprisoned for offences prescribed under the Companies Act 2016 within five (5) years immediately preceding the appointment
The director is responsible for managing the company’s affairs and ensuring statutory compliance.
2. Shareholders
All Malaysian companies must have:
- A minimum of one (1) shareholder
- A maximum of fifty (50) shareholders for a private limited company
Shareholders may or may not be appointed as directors of the company. Generally, shareholders are not personally liable for the company’s debts beyond their invested share capital.
3. Company Secretary
Every Malaysian company is required to appoint at least one company secretary.
The company secretary must:
- Be a citizen or permanent resident of Malaysia
- Reside locally in Malaysia
- Be at least 18 years old and a natural person
- Be a member of a professional body prescribed under the Fourth Schedule of the Companies Act 2016, or be licensed by the Companies Commission of Malaysia (SSM)
- Not be declared bankrupt
- Not having been convicted, whether in or outside Malaysia, of offences prescribed under the Companies Act 2016
The company secretary plays a critical role in ensuring proper corporate governance and compliance with Malaysia company registration requirements.
Company Name Registration in Malaysia
Under the Companies Act, a company must obtain approval from the Minister of Domestic Trade and Consumer Affairs or the Registrar of Companies before registering its new company name or a change of name.
1. SSM’s Guidelines on Company Names
SSM has published a Complete Guideline on company names to provide the public with a reference when deciding on their company names.
- Is not identical to or similar to an existing company name
- Is not misleading or undesirable
- Complies with naming regulations under Malaysian law
Applicants are encouraged to review SSM’s official guidelines before submitting a name application.
2. Company Name Search with SSM Online
A company name search can be conducted through SSM’s online portal.
Steps:
- Visit the SSM e-Info portal (ssm-einfo.my).
- Click “Register” if you are a new user or “Login” if you are an existing user.
- Complete and submit the e-Registration Form.
- Upon successful registration or login, proceed with the company name search.
3. Name reservation
To reserve a proposed Malaysian company name, the applicant must:
- Each applicant has to complete the information for the company name online
- Fee: RM50 for every name applied (note: the process of company incorporation is a separate process).
- The approved name will be reserved for 30 days, or for any longer period allowed by the Registrar (not more than 180 days), from the date of approval.
Registered Office Address Requirements in Malaysia
Every company in Malaysia must establish a registered office within Malaysia within fourteen (14) days from the date of incorporation or from the date it commences business, whichever is earlier.
A registered office is not the same as a business office. The registered office is the company’s official address recorded with the Companies Commission of Malaysia (SSM), while the business office is where the company’s commercial activities are carried out.
All statutory records, including registers, minute books, and the common seal (if applicable), must be maintained at the registered office.
Paid-up Capital Requirements for Private Limited Company Malaysia
Companies must have at least RM1 in paid-up capital for company incorporation.
Incorporation Process and Documents Required in Malaysia
1. Documents/Information Needed
- Particulars of directors
- Particulars of shareholder
- The company’s business activities
- Share’s structure
- Registered office address
- Constitutions
2. Constitution
- The Constitution supersedes the former Memorandum and Articles of Association. It is optional upon shareholders’ approval.
- For all companies that were incorporated prior to January 2017, their Memorandum and Articles of Association remain valid unless otherwise resolved by the said companies.
3. Incorporation Process
Step 1: Company Name Reserve Application
- Name Reserve Application needs to be submitted to SSM for approval of the new company’s name.
- The approved name will be reserved for 30 days from the date of lodgement of the application upon payment of the fee.
Step 2: Registering the company with SSM
- Under the new Companies Act 2016, an electronic form was introduced for lodging incorporation documents.
- The new electronic form is accessible through SSM’s online MyCoID portal, where it has replaced the various forms previously required for incorporation (i.e., Form 6, Form 48A, and M&A under the previous Companies Act 1965).
Step 3: Notice of Registration and Certificate of Incorporation
- The issuance of the Notice of Registration will be done via email by SSM within 1-3 working days. It is a notice to indicate that a new company has been successfully incorporated with SSM.
- There will be no issuance of a “certificate of incorporation” unless this is applied for separately and on payment of the prescribed fee.
4. Registration Fee
- Name Application Fee: RM50
- Registration Fee: RM 1,000
Post-Incorporation Requirements in Malaysia
After incorporation, the company must complete the following:
1. Registration with Relevant Authorities
Directors must register the company with applicable government agencies:
- Royal Malaysian Customs Department (RMCD) – Mandatory if annual taxable turnover exceeds RM500,000
- Inland Revenue Board of Malaysia (IRBM)
- Employees Provident Fund (EPF) – Required when hiring the first employee
- Social Security Organisation (SOCSO) – Required when hiring the first employee
2. Opening a Corporate Bank Account
A newly incorporated company may open a corporate bank account with a local or foreign bank operating in Malaysia.
Documents required:
- Notice or Certificate of Incorporation
- Constitution (if adopted)
- Relevant statutory forms
- Board Resolution approving the opening of the bank account and internet banking services
Malaysia Company Registration & Compliance Requirements
After incorporation, every company in Malaysia must comply with ongoing statutory and regulatory obligations under the Companies Act 2016.
1. Financial Year Determination & Financial Statements
- Every Malaysian company must determine its financial year-end (“FYE”), which is not necessarily to be on the 31st of December.
- Each company must prepare its financial auditors in Malaysia within 18 months of the date of incorporation (and in subsequent years, within 6 months of the financial year-end.
- The Company must lodge the financial statements with SSM within 30 days from the date of circulation of the financial statements and reports.
2. Annual general meeting (“AGM”)
- Only public limited companies are required to hold an Annual General Meeting (AGM).
- Private limited companies (Sdn Bhd) are exempted from the requirement to hold an AGM.
3. Annual returns (“AR”)
- A Malaysian is obliged to lodge the AR within 30 days of the anniversary of its incorporation.
- An AR entails company information An AR entails company information, including the registered office address, nature of its business, particulars of indebtedness, the company’s directors and secretary, auditors, and the list of its members.
4. Corporate Tax Filing
- Companies must file their income tax return (Form C) with the Inland Revenue Board of Malaysia (IRBM).
- The tax return must be submitted within 7 months from the company’s financial year end (FYE).
- Companies are also required to comply with the CP204 instalment payment scheme, where estimated tax payable is paid in monthly instalments.
How to Close or Dissolve a Malaysia Company?
Under Section 550 of the Companies Act 2016 (CA 2016), a Malaysian company can be dissolved without undergoing the full winding-up process. This procedure is initiated when the Registrar of Companies exercises their authority under Section 549 of CA 2016 to strike the company off the official register.
1. Striking off
A company may apply to SSM to have its name struck off the register if it is no longer operating and meets specific conditions.
Requirements for Striking Off:
-
- The company has no business activities.
- The company has no intention of commencing or carrying on any business.
- The company does not have any assets or outstanding liabilities.
- The company does not have outstanding penalties incurred under the Companies Act.
- The company has no tax liabilities.
- The company is debt-free to any Malaysian government department or agency.
- The company has yet to make any dividends to the shareholders.
- The company information is up to date.
- The company is free from any legal proceedings in or out of Malaysia.
- The company cannot be a holding company or subsidiary of another company.
- The company is not a guarantor corporation.
2. Winding up (Members’ Liquidation)
Winding up is a formal process to close a company by liquidating its assets and settling its obligations.
- This option involves selling off the assets of the company, paying off its liabilities, as well as distributing the remainder to the shareholders.
- A company can opt to wind up voluntarily or compulsorily.
- A voluntary winding up is done on the basis of mutual agreement of the shareholders.
- A compulsory winding up is where the life of a company is brought to an end because it failed to meet its obligations.
For businesses seeking reliable support in Malaysia company registration, corporate compliance, and advisory services, 3E Accounting Malaysia provides comprehensive professional assistance to help companies meet statutory requirements efficiently and confidently.