Company Secretary

Why do I need a Company Secretary?

 

Under the Companies Act, every Company must have at least one Secretary. The Company Secretary helps you to prepare statutory documents to comply with the Companies Act as well as providing you advice in business compliance and governance matters. They are also the key liaison person with the officers from the Companies Commission of Malaysia (“Suruhanjaya Syarikat Malaysia” or “SSM”)

Who can be a Company Secretary?

 

The Company Secretary must be qualified under a memberships of professional bodies or licensed by the Companies Commission of Malaysia or SSM.

All our Companies Secretaries have vast experience and qualified under the laws of Malaysia.

Can I replace my existing Company Secretary?

 

Yes, you can change your Company Secretary anytime.

Formation Of Business / Dissolve A Business

I would like to set up a business, but I do not know what to do?

 

You can contact us to get a free consultation. Our professionals will give you the guidance to set up your business.

What are most common types of business organisations in Malaysia?

 

Limited Company (Sdn. Bhd. or Berhad), Limited Liability Partnership, conventional partnership and sole proprietorship.

What are the requirements for incorporation of a Sdn. Bhd.?

 

At least 1 natural person as the Directors who is:-

  1. Natural person and 18 years old and above;
  2. Ordinarily reside by having a principal place of residence in Malaysia;
  3. Not an undischarged bankruptcy;
  4. Has not convicted a serious offence within or outside Malaysia.
 

At least 1 shareholder:-

  1. Natural person and 18 years old and above; OR
  2. Corporate shareholder

Can I be the sole director and the sole shareholder of Sdn. Bhd.?

 

Yes, u can be the sole director and sole shareholder of a Sdn Bhd as long as you are:-

  1. Natural person and 18 years old and above;
  2. Ordinarily reside by having a principal place of residence in Malaysia;
  3. Not an undischarged bankruptcy; and
  4. Has not convicted a serious offence within or outside Malaysia.

Can a foreigner or foreign company be the Company’s shareholder?

 

Yes, foreigner or foreign company are allowed to be the Company’s shareholder in Malaysia.

How much do I need to inject as initial share capital?

 

You can start up as low as RM1.00 as the Company’s share capital.

What are the benefits to set up a limited company (Sdn. Bhd. or Berhad)?

 

Save for own wrongful act, there is no personal liability. The liabilities borne by directors or shareholders are up to the extent of unpaid shares only. The sole proprietorship and conventional partnerships have personal liability or unlimited liabilities to the creditors.

How do I close the Company?

 

The Company can be dissolved in the following manners:-

  1. Striking off
  2. Voluntary Winding-up
  3. Winding-up by Court

Shares

Can a Company increases its share capital anytime and if a company is required to pay stamp duty to SSM for an increase of share capital?

 

With the abolition of authorised share capital concept in Malaysia, a Company does not need to pay a sum of monies to SSM to increase the share capital now. A Company can increase the Company’s share capital anytime.

Can I change the Company’s shareholders or members and if need to pay to government?

 

Yes, we can help to do the transfer of shares. Stamp duty is required to be paid to the Inland Revenue Board of Malaysia (“IRB”) for transfer of shares. Our professionals are able to help you to calculate the estimated stamp duty payable to IRB.

Constitution/ Memorandum And Articles Of Association

Must a Company have a Constitution / Memorandum and Articles of Association?

 

It is not necessary to have a Constitution / Memorandum and Articles of Association for a Company incorporated under the Companies Act 2016.

Can a Company adopts/ amends/ abolish a Constitution / Memorandum and Articles of Association?

 

Yes, the Company can pass a resolution to adopt/ amend/ abolish its Constitution / Memorandum and Articles of Association.

Common Seal

Must a Company have a Common Seal?

 

It is not necessary to have a Common Seal for a Company incorporated under the Companies Act 2016.

Your Trusted Business Partner!

Professional Corporate Secretary & Business Advisory Firm in Malaysia

 

Contact us