LOCAL COMPANY INCORPORATION GUIDELINES

INCORPORATION OF A COMPANY MALAYSIA

The two types of companies that can be incorporated under the Companies Act 1965 (CA 65) are:

  1. A company limited by shares
  2. An unlimited company

 1.  COMPANY LIMITED BY SHARES

A company having a share capital may be incorporated as a private company (identified through the words ‘Sendirian Berhad’ or ‘Sdn. Bhd.’ appearing together with the company’s name) or public company ‘Berhad’ or ‘Bhd’ appearing together with the company’s name).

The requirements to form a company are:

(i) A minimum of two subscribers to the shares of the company (Section 14 CA);
(ii) A minimum of two directors (Section 122); and
(iii) A company secretary who can be either :

  • An individual who is a member of a professional body prescribes by the Minister  of Domestic Trade Cooperative and Consumerism; or
  • An individual licensed by the Companies Commission of Malaysia (SSM)

Both the director and company secretary shall have their principal or only place or residence within Malaysia.

A. INCORPORATION PROCEDURES

1. Application of Name Search

A name search must be conducted to determine whether the proposed name of the company is available. Refer to Government Gazette No. 716 dated 30 January 1997, Gazette (Amendment) dated 11 October 2001, Guidelines For Naming A Company and Guidelines For Application Of A Company Name. The steps involved are:

(i) Completion and submission of Form 13A CA (Request For Availability Of Name) to SSM; and
(ii) Payment of a RM30.00 fee for each name applied.

Where the proposed company’s name is approved by SSM, it shall be reserved for three months from the date of approval.

2. Lodgement of Incorporation Documents

Incorporation Documents (as further explained in Part B below) must be submitted to SSM within 3 month from the date of approval of the company’s name by SSM, failure of which a fresh application for a name search must be done. (Steps (i) and (ii) above shall have to be repeated).

B. INCORPORATION DOCUMENTS TO BE  LODGED WITH SSM

1. Memorandum and Article of Association

An original of the Memorandum and Article of association shall each be stamped at RM100.00. Stamps are affixed at the Inland Revenue Board’s stamp office.

  • The first directors and secretaries shall be named in the Memorandum and Article of Association.
  • The subscribers to the company’s shares shall sign the Memorandum and Articles of Association in front of a witness.
  • Table A of the Fourth Schedule in the CA can be adopted as the Article of Association of the company (Section 30 CA).

*NOTE: For incorporation of a private company, the articles of association shall contain the following stipulations.

(i) Restriction  on the right  to transfer the company’s shares;
(ii) Limitation on the number of members to not exceed fifty;
(iii) Prohibition to any invitation to the public to subscribe the shares/debentures of the company; and
(iv) Prohibition on public invitation to deposit money with the company.

2. Form 48A (Statuary Declaration By A Director Or Promoter Before Appointment)

The director or promoter declares under oath that:

  • He/She is not a bankrupt; and
  • He/She has not been convicted and imprisoned for any prescribed offences.

3. Form 6 (Declaration of Compliance)

This declaration states that all the requirements of the CA have been complied with. It must be signed by the company secretary who handles the registration and is named in the Memorandum and Articles of Association.

4. Additional Documents:

  • Original copy of Form 13A.
  • A copy of the letter from SSM approving the name of the company.
  • A copy of the identity card of each director and company secretary.

C. REGISTRATION FEES

Each application for the incorporation of a company shall be accompanied with payment as per the schedule following:

AUTHORISED SHARE CAPITAL (RM) FEES (RM)
Up to 400,000 1,000
400,001 – 500,000 3,000
500,001 – 1 million 5,000
1,000,001 – 5 million 8,000
5,000,001 – 10 million 10,000
10,000,001 – 25 million 20,000
25,000,001 – 50 million 40,000
50,000,001 – 100 million 50,000
100,000,001 and above 70,000

D. CERTIFICATE OF CORPORATION

A Certificate of Incorporation will be issued by SSM upon compliance with the incorporation procedures and submission of the duly completed Incorporation Documents.


2. UNLIMITED COMPANY
The procedures and Incorporation Documents for the incorporation of an unlimited company is the same as company limited by shares. The only difference is that for an unlimited company, the liability of its members must be stated in the Memorandum of Association as unlimited.

 

Upon incorporation, the company is advised to obtain the required license/permit/approval from other relevant authorities prior to carrying on any business outlined in the Memorandum of Association.