IN-DEPTH CORPORATE COMPLIANCE GUIDE
Under the Companies Act 2016, satisfying every legal requirement to register a company is a mandatory step for anyone intending to carry out lawful business activities in Malaysia. Establishing a properly structured Sendirian Berhad (Sdn Bhd) entity is vital to ensuring your business gains legal recognition and commercial credibility.
Our dedicated corporate secretarial firm is fully equipped to assist you through every stage of the incorporation process with the Companies Commission of Malaysia (SSM). To safely manage your company’s registration, our Company Secretaries hold valid, active licenses issued directly by the regulatory authorities.
Below is the comprehensive, detailed information regarding the fundamental statutory requirement to register a company that you must fulfill under current Malaysian corporate laws:
OUR requirements
To facilitate a smooth company incorporation process, please ensure you fulfill and prepare the following essential criteria:
Every newly incorporated Sdn Bhd company must fulfill the minimum criteria regarding its officers. This includes a minimum of one (1) director who is a natural person of full age (18 years and above) and currently resides or holds a primary residence in Malaysia. Additionally, at least one (1) shareholder is required, and they can be the same individual as the director.
Under the current Companies Act 2016, you can formally incorporate your company with a minimum paid-up capital of just RM1.00. In compliance with the Act, the company must also maintain a valid registered office in Malaysia where all statutory books and official records (register of members, minutes book, share certificates) are kept safely. The official company name and company registration number must also be displayed legibly in Romanized letters on all official documents, publications, and notices.
Applicants must propose at least three (3) unique options for the company name search approval by the Companies Commission of Malaysia (SSM). The name must end with the suffix “Sdn. Bhd.” and must not contain any prohibited terms. Furthermore, you must clearly define up to three (3) primary business activities to be mapped to the official MSIC codes.
An individual is strictly barred from becoming a company director if they are an undischarged bankrupt, or have corporate fraud convictions within the last 5 years.Mandatory Meeting Requirement: All directors and shareholders are strictly required to meet with the Company Secretary at our office for identity verification before final incorporation. This is a vital compliance step to prevent unauthorized use of individuals’ names. Strict legal actions apply for false documentation, including a fine up to RM 3 Million, imprisonment up to 10 years, or both.
In accordance with Section 196 of the Companies Act 2016, a private company (Sdn Bhd) must have at least one (1) director, while a public company (Bhd) must have at least two (2) directors. Alternate or substitute directors cannot be counted towards the statutory minimum. A director is strictly barred from resigning if their departure reduces the number of directors below the required minimum, and any such resignation is ineffective unless a proper replacement is formally appointed.
Core Value
In accordance with Section 2 of the Companies Act 2016, the legal definition of a "Director" officially encompasses: