Company Registration & Secretary – FAQs

We handle the full incorporation process with SSM, name reservation, drafting the constitution, preparing statutory forms, and issuing the certificate of incorporation. Typical turnaround is 5–10 working days.

The typical process involves selecting a company name and conducting a name search with SSM, preparing the constitution where required, appointing at least one director and a qualified company secretary, identifying the initial shareholders and share capital, and submitting the incorporation application through the MyCoID portal. Once approved, a Notice of Registration is issued by SSM confirming the company’s existence.

The most common forms are the private limited company (Sendirian Berhad or Sdn Bhd), the public limited company (Berhad), the limited liability partnership (LLP), the sole proprietorship, and the conventional partnership. The Sdn Bhd is the most widely used structure for SMEs due to its limited liability protection and separate legal personality.

A straightforward incorporation under the MyCoID system is typically completed within a few working days once all required information and documents are in order. Delays may occur if the proposed name requires further review or if additional clarifications are requested by SSM.

The minimum requirements include at least one director who is at least 18 years of age and ordinarily resident in Malaysia, at least one shareholder (may be the same person as the director), a qualified and licensed company secretary appointed within 30 days of incorporation, a registered office address in Malaysia, and an issued share capital, which may be as little as one ordinary share.

A constitution is the document that sets out the internal rules governing the company. Under the Companies Act 2016, adopting a constitution is optional for private companies. In its absence, the company is governed by the default provisions of the Act. A tailored constitution is often advisable for companies with specific shareholder arrangements or governance requirements.

Yes, foreigners may generally hold full ownership of a Malaysian private limited company, subject to sector-specific restrictions in regulated industries such as financial services, telecommunications, education, and certain professional services. A locally resident director must still be appointed, and additional licensing or equity conditions may apply depending on the business activity.

Yes. We act for many wholly foreign-owned and joint-venture entities, including those with directors residing abroad, and coordinate documentation across time zones.

Yes. Every company registered in Malaysia must appoint a licensed company secretary within 30 days of incorporation. Our partners are licensed under the Companies Act 2016 and act for hundreds of companies.

A company secretary ensures the company complies with the Companies Act 2016 and other relevant regulations. Responsibilities typically include maintaining statutory registers, preparing board and shareholder resolutions, filing annual returns and statutory forms with SSM, advising directors on compliance obligations, and serving as the official point of contact with the regulator.

The secretary must be a natural person, ordinarily resident in Malaysia, and either a member of a prescribed professional body or a licensed secretary registered with SSM. The appointment must take effect within 30 days of incorporation.

Ongoing obligations typically include filing the annual return with SSM, preparing and circulating audited financial statements, holding board and shareholder meetings as required, maintaining statutory registers, updating SSM on changes to directors, shareholders, registered office, and share capital, and complying with tax filing obligations administered by the Inland Revenue Board.

Annual Returns, audited financial statements lodgement, directors’ resolutions, share transfers, changes of registered office and director appointments, plus minutes and statutory registers maintained on our system.

The annual return is a statutory filing summarising key corporate information such as registered office, directors, shareholders, and share capital. It must be lodged with SSM within 30 days of the company’s anniversary of incorporation. Late filing attracts penalties and may affect the company’s compliance standing.

Most private companies are required to have their financial statements audited annually. SSM has introduced audit exemptions for qualifying dormant, zero-revenue, and threshold-qualified small private companies, subject to specific criteria. Eligibility should be assessed each financial year as thresholds and conditions may be updated.

Yes. Changes to company name, directors, shareholders, registered office, share capital, and constitution are permitted, subject to compliance with the Companies Act 2016 and SSM filing requirements. The company secretary is responsible for preparing the necessary resolutions and lodging the relevant forms within statutory timeframes.

Yes. We prepare resolutions, statutory forms and updated registers for share allotments, transfers, buybacks, capital reductions and the issue of new share classes.

Directors owe statutory and fiduciary duties to act honestly, exercise reasonable care and diligence, avoid conflicts of interest, and act in the best interests of the company. Breach of these duties may result in civil liability, fines, disqualification, or in serious cases, criminal penalties. Directors should remain actively informed of the company’s affairs.

Yes. A company that has ceased operations may apply for striking off under section 550 of the Companies Act 2016, subject to meeting prescribed conditions including having no assets, liabilities, or pending legal proceedings. Alternatively, members’ voluntary winding up may be appropriate for solvent companies wishing to formally close. The company secretary can advise on the appropriate route.

Incorporation fees comprise the official SSM fees together with the service provider’s professional charges, which generally cover name search, document preparation, and submission. Ongoing secretarial services are usually offered on an annual retainer basis. Fees vary depending on the complexity of the company’s structure, the volume of transactions, and the level of advisory support required.