1. Director

• Residential Address: At least one director must have a residential address in Malaysia.
• Bankruptcy Status: The director must not be an undischarged bankrupt.
• Age: The director must be at least 18 years old.

 

2. Shareholders

• Shareholders can be either individual or body corporate.

 

3. Paid-Up Capital

• Minimum Requirement: The minimum paid-up capital required is RM1.

 

4. Company Secretary and Registered Office (Our firm provides this service if you engage in our incorporation services)

• Company Secretary: You must appoint a local company secretary who is licensed by the Companies Commission of Malaysia (SSM) or is a member of a recognized professional body.
• Registered Office: Your company must have a local registered address (not business address!). 

 

By fulfilling these requirements, you can ensure a compliant company incorporation process in Malaysia. These criteria are designed to foster a stable and transparent business environment, conducive to growth and innovation.

 

Here’s a detailed guide to help you understand each phase of the incorporation process:

 

1. Think a Unique Company Name & Complete Secretarial Form

To kick start the process, all you need to do is to think of a unique company name & fill out our secretarial form (please request a copy from our admin team). Additionally, provide us with a copy of the identification cards (IC) of all directors and shareholders.

 

2. Prepare Documents

Once we receive the necessary information, we will prepare all the required documents for your signatures. This step ensures that all legal paperwork is in order for submission.

 

3. Sign Documents

After preparing the documents, you will need to sign them and return them to us (just use your mobile phone to sign!). This step is crucial as it signifies your consent and agreement to the incorporation.

 

4. Submit Documents

Upon receiving the signed documents from you, we will submit them to the Companies Commission of Malaysia (SSM) for approval. Our team will handle the entire submission process, ensuring that all documents meet the regulatory standards.

 

5. Registration Done

Once the SSM approves your application, your company registration will be completed. Typically, your company will be ready within 2-3 business days, allowing you to commence business operations promptly. 

In Malaysia, the role of a company secretary is both vital and mandatory for certain companies. The Companies Act 2016 outlines the necessity and the responsibilities of a company secretary, ensuring that businesses operate within the legal framework and maintain high standards of corporate governance. Whether you’re an entrepreneur starting a new venture or an established business owner, understanding the role of a company secretary can significantly impact the smooth operation and success of your company.

Legal Requirements

In Malaysia, every company is required to appoint at least one company secretary within 30 days of incorporation. The secretary must be a natural person residing in Malaysia and a member of a professional body prescribed by the Ministry of Domestic Trade and Consumer Affairs or licensed by the Companies Commission of Malaysia (SSM).

Key Responsibilities

1. Compliance and Governance

A company secretary ensures that the company adheres to the Companies Act 2016 and other relevant regulations. This includes:

• Preparing and filing statutory returns and documents with SSM.
• Keeping up-to-date with changes in legislation and advising the board on compliance issues.
• Ensuring the company maintains proper records and books of account.

2. Board Support and Administration

The company secretary plays a pivotal role in supporting the board of directors by:

• Organizing and preparing for board meetings and AGMs.
• Drafting agendas, taking minutes, and ensuring that meeting decisions are properly documented.
• Communicating with directors and shareholders to provide necessary information and documentation.

3. Records Management

Maintaining statutory registers and records is a fundamental duty, including:

• Register of members, directors, secretaries, and charges.
• Minutes of board and general meetings.
• Ensuring that these records are updated and accessible for inspection.

4. Shareholder Relations

Company secretaries manage interactions with shareholders, ensuring effective communication and compliance with regulatory requirements. This includes:

• Coordinating the distribution of dividends and other entitlements.
• Handling queries and issues raised by shareholders.
• Ensuring that shareholder meetings are conducted in accordance with the law.

5. Advisory Role

With their extensive knowledge of company law and governance, company secretaries provide invaluable advice to the board on:

• Best practices in corporate governance.
• Implementation of corporate policies and strategies.
• Navigating legal and regulatory changes that impact the company.

6. Ethics and Integrity

Promoting ethical practices and integrity within the company is another critical aspect of the role. This involves:

• Ensuring compliance with corporate governance codes and ethical standards.
• Promoting transparency and accountability within the organization.
• Acting as a liaison between the company and regulatory bodies.

Why Every Company Needs a Competent Secretary

The role of a company secretary is indispensable for the effective management and administration of a company. By ensuring legal compliance, maintaining accurate records, and supporting the board of directors, a company secretary helps safeguard the company’s integrity and enhances its reputation. In Malaysia’s dynamic business environment, having a knowledgeable and proactive company secretary can make all the difference in achieving long-term success.

Conclusion

Whether you are a startup or an established business, the appointment of a competent company secretary is a critical step towards ensuring regulatory compliance and effective governance. Their role extends beyond mere administrative duties, encompassing strategic advisory, ethical oversight, and a commitment to corporate excellence. As such, choosing the right company secretary can be one of the most important decisions for your business’s success in Malaysia.