Bis Moment

faq

Here are some of the important duties and responsibilities of a company secretary:

To incorporate a company in Malaysia, the applicant has two options:

  • Direct incorporation – the applicant needs to complete the application for company’s name and incorporation through MyCoID 2016 system. The prescribed fee is RM1,000; or
  • Name reservation – the applicant needs to complete the information for application for company’s name through MyCoID 2016 system. The fee for name reservation is RM50 for each name applied.  

 

If the proposed company’s name is approved by Suruhanjaya Syarikat Malaysia (SSM): 

  • Direct incorporation – the application to incorporate the company would be directly forwarded to the officer for further verification; or
  • Name reservation – the approved company name is reserved for 30 days from the date of approval. The applicant could then submit the application for incorporation with a fee of RM1,000.

Once submitted, the application is processed within one (1) working day.  If the application complies with all requirements, SSM will issue the approval and the applicant will receive the Notice of Registration via email.

The Certificate of Incorporation is provided upon request with a prescribed fee.

The requirement for foreign director/member:

  • must be above 18 years old.
  • a person named as the sole director of a company should have a principal or only place of residence within Malaysia (Section 196(4)(a) of the Companies Act 2016).
No. The LLP will have to be struck off / voluntarily wound up first. A fresh application for incorporation of a private company needs to be submitted.
A company’s Constitution is a legal document recognised by the Companies Act 2016. It outlines the relationships between the company and each of its members, its directors, and the company secretary. It covers the duties governing a company including power, responsibilities, roles, principal activities (if applicable), allotment of shares, dividend payment, transfer of shares, appointment/re-election/removal of directors, and conduct of meetings, amongst others.

Companies are encouraged to adopt a Constitution for the following reasons:-

  • The Constitution provides directors and shareholders with peace of mind as it sets out a calibrated set of internal regulations to govern the management of the company;
  • The Constitution may be amended in accordance with the wishes of the members; and
  • The Constitution provides flexibility and greater certainty to the directors and shareholders to deal with the relevant authorities, facilitate dealings with banks and handle licensing matters with relevant parties.
Under the Companies Act 2016, a common seal is optional. If a company opts to have a common seal, it must comply with the relevant requirements under the Companies Act 2016 which includes having a constitution in place that lays down the conditions and limitations for the affixation of the common seal.

A company shall from the date of its incorporation, have a registered office in Malaysia to which all communications and notices may be addressed, and which shall be open and accessible to the public during ordinary business hours pursuant to Section 46 of the Companies Act 2016.


The business address is a place for conducting business activities at any place in Malaysia, be it at your home, shop or factory. The business address is not compulsory during company registration and may be added in later.

A director shall be a natural person who is at least 18 years of age. He or she is not bankrupt and has not been convicted and imprisoned.
A private company may have only one (1) director. If the company has more than one (1) director, at least one (1) director shall ordinarily reside in Malaysia by having a principal place of residence in Malaysia (need not be a Malaysian citizen). All other directors, if any, need not reside in Malaysia.

The minimum number of directors for a public company is two (2), with at least one (1) resident director who ordinarily resides in Malaysia by having a principal place of residence in Malaysia.

A director of a company shall at all times exercise his powers in accordance with the Companies Act 2016, for a proper purpose and in good faith in the best interest of the company.

A director of a company shall exercise reasonable care, skill and diligence with

  • the knowledge, skill and experience which may reasonably be expected of a director having the same responsibilities; and
  • any additional knowledge, skill and experience which the director in fact has.
Under the Companies Act 2016, every company shall have at least one (1) secretary of whom his/her principal or only place of residence is in Malaysia. The secretary must be a member of a body as set out in the Fourth Schedule of the Companies Act 2016 or a person licensed by the SSM under Section 20g of the Companies Commission of Malaysia Act 2001.

A company secretary plays a significant and essential administrative role in a company. He or she is responsible for providing advice to the Board and ensuring the company is compliant with the law at all times. A company secretary is also an authorised officer of the company. A company secretary’s responsibilities include: 

  • Offering compliance and financial advice to the board.
  • Preparing of members’ and directors’ resolutions 
  • Documenting minutes in a board meeting.
  • Recording the Financial Year End.
  • Lodging of annual compliance as required by SSM.
  • Ensuring the company’s details and policies are up to date.
  • Acting as the official liaison on behalf of the company.
If you do not hire a company secretary within 30 days of your company’s incorporation, you may be penalised.
Yes, you can change your company secretary at any time.
Yes. If you find your company secretary incompetent or you no longer require their services, you may dismiss them. The power to terminate your company secretary lies with the Board of Directors.

After incorporation, a company needs to prepare its audited/unaudited financial statements within 18 months from the date of its incorporation and submit it to the SSM within 6 months after the company’s financial year end, failing which, the company and each of its directors shall be penalised by SSM.

The company is also required to submit its annual return every year on the anniversary of its incorporation. For instance, if the company is incorporated on 31 December 2020, it is required to submit its first annual return on 31 December 2021, followed by a submission every year on 31 December. Failure to submit the annual return may cause the directors to be penalised by SSM. SSM has the power to strike off a company if it fails to submit its annual return for a consecutive three (3) years.