Step-by-Step Guide to Registering a Company in Malaysia

Introduction

Starting a business in Malaysia requires adherence to the legal requirements set forth in the Companies Act, 2016. This guide provides a comprehensive overview of the process involved in registering a company in Malaysia, ensuring you meet all legal requirements and set your business on the path to success.

1. Choosing the Right Business Structure

The first step in registering a company is deciding on the appropriate business structure. Under the Companies Act, 2016, you can choose from several types of business entities:

• Private Company (Sdn. Bhd.): A separate legal entity that limits the liability of its shareholders.

• Public Company (Berhad): Suitable for businesses planning to raise capital from the public.

• Company Limited by Guarantee: Often used for non-profit organizations.

• Limited Liability Partnership (LLP): Combines the benefits of a partnership and a private limited company, offering flexibility and limited liability to its partners.

2. Reserving a Company Name

The next step is to reserve a company name through the Companies Commission of Malaysia (SSM) via the MyCoID 2016 portal. The name must be unique, not misleading, and not infringe on any existing trademarks.

3. Preparing Necessary Documents/Information Required

To register your company, you will need to prepare the following documents:

• Copies of the identity documents of all the directors and or promoters of the Company

• Copies of the utility bills to verify the residential address of the directors of the Company

• If you are a foreigner, you should prepare copies of your passport and stay(long-term) visa or work permit (if available)

• The Business Nature or Business Activity of the Company

• The Business address and contact numbers, although not mandatory at this stage.

• Any other supporting documents that may be required by the company secretary handling the incorporation (if any)

Your secretary will then prepare the following documents for you to sign:

• Section 201 (Declaration by a Director or Promoter before Appointment): To declare that the director or promoter is not an undischarged bankrupt and has not been convicted of any offense.

For Limited Liability Partnerships (LLP), the following documents are required:

• Form 6 (Declaration of Compliance): To declare compliance with the LLP Act 2012.

• LLP Agreement: Governs the rights and duties of partners in the LLP.

4. Appointing Directors and Secretaries

Under the Companies Act, 2016, every company must appoint at least one director who ordinarily resides in Malaysia. Private companies must also appoint a company secretary who is a qualified person under Section 235 of the Companies Act, 2016.

For LLPs, there must be at least two partners, and a compliance officer who is either one of the partners or a person qualified to act as a secretary under the Companies Act, 2016.

5. Submitting the Application

The application to register a company has to be submitted online through the MyCoID 2016 portal. The submission should include:

• The proposed company name

• Nature of business

• The Business address and contact details (optional)

• Details of directors and shareholders

• Registered office address (the address of the company secretary to be appointed upon incorporation

• The paid-up capital of the Company

For LLPs, the submission should be done through the MyLLP portal.

6. Issuance of Certificate of Incorporation

Once the application is approved, the Companies Commission of Malaysia (SSM) will issue a Notice of Incorporation under Section 15 of the Companies Act. This notification (via email) is proof that your company is legally incorporated under the Companies Act, 2016. You may then purchase the Certificate of Incorporation via the MyData or E Info portal.

For LLPs, a Certificate of Registration will be issued.

7. Post-Incorporation Requirements

After incorporation, there are several post-incorporation requirements to comply with:

• Appointing the Company Secretary: A registered individual has to be appointed as the Secretary of the Company within 30 days from the date of incorporation.

• Opening a Corporate Bank Account: Requires the Certificate of Incorporation, company constitution, and board resolution.

• Registering for Taxes: Register with the Inland Revenue Board of Malaysia (LHDN) for income tax, Goods and Services Tax (GST) (if applicable), and other relevant taxes.

• Registering with EPF and SOCSO: For companies with employees, registration with the Employees Provident Fund (EPF) and Social Security Organization (SOCSO) is mandatory.

• Maintaining Statutory Registers: Maintain registers of directors, members, and secretaries as required by the Companies Act, 2016.

• Holding the First Board Meeting: To adopt the company constitution (if applicable), appoint auditors, and resolve other initial business matters.

Conclusion

Registering a company in Malaysia under the Companies Act, 2016 involves several critical steps, from choosing the right business structure to complying with post-incorporation requirements. By following this step-by-step guide, you can ensure your company is established legally and efficiently.

For professional assistance and to ensure full compliance with all regulatory requirements, consider engaging Allpro Consultants (M) Sdn Bhd, specialists in company registration and secretarial services in Malaysia. Let us handle the complexities of the registration & ensure compliance, so you can focus on growing your business.

For more information, visit our website at www.allproconsultants.com or reach out to our team of experts (0192703698 or 01139767037) who are ready to assist you every step of the way and to help you get started on your journey to establishing a successful business in Malaysia.