Updated: Sep 2, 2022
A public company may be incorporated as a company limited by shares (identified through the words "Berhad" or "Bhd." as part of the company's name).
Requirements for Company Incorporation
The basic requirements to incorporate a Public company (Bhd.) are at least two (2) directors who ordinarily reside in Malaysia by having a principal place of residence in Malaysia and minimum of one (1) promoter.
The minimum age of a director is 18 years and there is no specified maximum age. A director of the company need not necessarily be a shareholder of the company.
A public company can be formed or, alternatively, a private company can be converted into a public company. Such a company can offer shares to the public provided:
i. It has registered a prospectus with the Securities Commission; or
ii. It has lodged a copy of the prospectus with the SSM on or before the date of its issue.
A public company can apply to have its shares quoted on the Bursa Malaysia subject to compliance with the requirements laid down by the exchange. Any subsequent issue of securities (e.g. issue by way of rights or bonus, or issue arising from an acquisition, etc.) requires the approval of the Securities Commission.
Procedures for Company Incorporation
A name search must be made to ensure that the proposed name is available for application.
If the proposed company name is approved by SSM, the name is reserved for 30 days or any longer date as allowed by the Registrar (maximum 180 days) from the date of approval.
The applicant can then submit the company incorporation application.
Particulars required to Incorporate a Public Company
Incorporation information required to incorporate a public company is as follows:
• The proposed name of the company
The name of the company shall appear in legible Romanized letters, together with the company number, on its seal, official documents, publications and website, if any.
• The proposed nature of business of the proposed company
• The proposed address of registered office
A company must maintain a registered office in Malaysia where all books and documents required under the provisions of the Act are kept.
• The business address
• The name, identification, nationality and ordinary place of residence of director(s) and promoter(s)
• The name, identification, nationality and ordinary place of residence of the member of the company
• The details of class and number of shares to be taken by a member
• Declaration from the director(s) or promoter(s) that he/she:
➢ is not an undischarged bankrupt either in or outside Malaysia; and
➢ has not been convicted of any offence whether in or outside Malaysia
• Declaration of Compliance from individuals responsible for incorporation
This declaration states that the applicant has complied with all requirements of the Companies Act 2016. The declaration should be made by the individual who is responsible for the incorporation.
• Additional Document(s)
(i) a copy of consent letter from the corporate body named as the member of the company.
(ii) a copy of certificate of director’s qualification, if required.
(iii) a consent letter from relevant agency, if any.
A company secretary must be appointed within 30 days after the incorporation of the company. The secretary shall be licensed by the Registrar of Companies and possess a valid practising certificate issued by SSM. The secretary of a company must be a natural person of full age who has his principal or only place of residence in Malaysia.
Bestar shall provide the company an appointed company secretary upon incorporation. The company secretary is registered with SSM and possesses a valid practising certificate issued by SSM.
The company must also appoint an approved company auditor to be the company auditor in Malaysia.
Approval of Incorporation
Once the Registrar is satisfied that all information provided is complete and complied with the required procedures -
(a) a notice of approval and registration will be emailed to the applicant; and
(b) a certificate of incorporation will only be issued by SSM upon request together with the prescribed fee.
The notice serves as conclusive evidence that the requirements in respect of registration and matters precedent and incidental to the registration have been complied with.
Requirements of a Company
Company's constitution is a non-mandatory option for company limited by share. If required by the company, it may file the constitution of the company after the incorporation of the company.
A company cannot deal with its own shares or hold shares in its holding company. A holder of a share has the right to vote on a show of hands on any resolution of a company at a general meeting. In a case of a poll, each equity share of a company carries the right to one vote.
Incorporation of a company may be approved within 1 day. SSM processes, approves and registers a complete application in a speedy and efficient manner within the time period stated as follows:
Incorporation of a company 1 day
Conversion of status 1 day
Commencement of business for public companies 1 day
Registration of prospectus 3 days
Uncertified copy of company documents 30 minutes
Certified copy of company documents 1 hour
The fee is RM50.00 for each name of the company applied.
The incorporation application fee is RM1,000.
Once incorporated, the company is advised to obtain the necessary license/permit/approval from the relevant authorities before commencing business.
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If you would like to know more, please contact Bestar.