Incorporation FAQ

3E Accounting could help you to register your new company in Malaysia at only RM1,600 ONLY and free one–year Secretarial Services. The Best & Fastest Company Incorporation Services in Kuala Lumpur, Selangor and Malaysia with a promise of no hidden costs and tricky add-ons. Please see below for more details!

The Standard Malaysia Incorporation services package includes the following:-

• Unlimited name search for the availability of proposed names for the register company in Malaysia
• Name reservation with register SSM for 2 times
• Approval Letter To Use Name
• Paid up capital – RM1 to RM1,000
• Registration fee of RM1,000 payable to SSM for registration
• Submission of Form to SSM after registration
• Prepare resolutions for the First Board of Directors’ Meeting
• Prepare a resolution to open the company’s bank account (Free up to 2 accounts)
• Prepare 2 sets of certified true copies of the incorporation documents
• Free incorporation consulting & advisory services
• Free tax planning and GST advice by our Tax Director from Big Four
• Free 1–year “.com” Domain Name Registration.
• For Malaysia company set up with directors and shareholders of more than 2 persons or entities, an extra charge of RM100 per person or entity is applied.
• Transparent fees for Malaysia Company Setup

Our Secretarial Services Package fee includes the following:-

• Acting as the named Corporate Secretary by our qualified professional staff (Malaysian)
• Safekeep the company‘s common seal, if any
• Maintaining the Minutes and Register Books
• Advice on secretarial/statutory/compliance/accounting/tax/GST matters
• Monitoring and ensuring compliance with relevant legal requirements, particularly under the Companies Act and Income Tax Act. Regular compliance alert via email.
• Provision of registered office address includes:
  • The statement of the letter is available upon request
  • Free Scanning letter services upon request
  • Free daily letter/parcel notifications via email
  • Self-collection of mail and parcels between Monday – Friday: (9am to 6pm) (no handling fee)
  • Receipt of normal mails, air mails, parcels (below 3 kg) or registered mails *
  • Mail forwarding / Courier arrangement to a local/overseas address on a daily/weekly/monthly basis is available (Service fee of RM 1 is applied for each forwarding)

There will be different requirements for authorised & paid-up capital for different licensing or application employment Further details, please refer Company’s Paid Up Capital Requirements For Employment of Expatriate.

* Approval must be obtained for any bulky items / parcels (especially it is more than 3 kg) sent to the registered office address. Daily handling fee and storage fee is applied.

** The adoption of the Constitution is optional under the Companies Act 2016 (CA 2016). If you are interested in adopting our standard Constitution for your company, our fee is RM400, which includes the stamping fee (RM200). An extra charge for Constitution customisation applies. Amongst the special clauses included in our standard Constitution are as follows:-

• Signing of board resolution by the majority of directors (signing by all directors as required under CA 2016)
• Adoption of a common seal (which is useful when a client purchase properties)
• Main venue of meeting of members may not be in Malaysia (must be held in Malaysia under CA 2016))

*** You may add one company seal at RM100. (companies no longer required by law to have a common seal)

**** You may add one rubber stamp at RM50.

At 3E, we don’t believe in a one-size-fits-all package for our clients. Call us at +603 2733 8633 or email us at info@3ecpa.com.my to discuss more on how we can help you.

3E Accounting’s service fee schedule is completely transparent – there are absolutely no hidden fees. No service organisation is worth your trust if it hits you with undisclosed fees. Please refer to the quotation for further details on standard incorporation services.

3E’s incorporation fees are the lowest within the high-quality segment of the industry. Our standard incorporation packages are all-in-one for the company setting up with minimum requirements. There is no further charges for the commissioner of oaths for statutory declaration Form 48A, minutes of the first board of directors meeting, resolution to bank account opening (maximum 2 accounts), reimbursement charges such as printing & stationery, travelling expenses to ssm, telephone, fax & courier charges on registration, etc.

Incorporations are done via the SSM’s online MyCOID system, and it requires payment of the incorporation fees (Each Name Search – RM30; Registration fee of RM1,000 for registration of authorised capital amounting to RM400,000; Stamp duty of RM200 for stamping M&A).

This means 3E needs to make payment to SSM before we start works and therefore the terms for services are payment upon confirmation of engagement.

3E’s incorporation fees are the lowest within the high-quality segment of the industry. Our standard incorporation packages are all-in-one for the company setting up with minimum requirements. 3E Accounting’s service fee schedule is completely transparent – there are absolutely no hidden fees/additional charges.

You may be aware that the majority of the incorporation fees are payable to SSM (Each Name Search – RM30; Registration fee of RM1,000 for registration of authorised capital amounting to RM400,000; Stamp duty of RM200 for stamping M&A ), and the margin to 3E is very minimal. We achieve significant cost efficiencies by leveraging our investment in information technology, and we have passed these savings on to our clients.

In view of the above, it is almost impossible for 3E to give any further discount, but our team is committed to providing you with quality, timely service that always exceeds your expectations.

Section 139 of the Companies Act requires every company to shall  have one or more secretaries, each of whom shall be a natural person of full age who has their his  principal or only place of residence in Malaysia. In addition, the first secretary of a company must be named in the company’s memorandum or articles.

This means you are required to appoint 3E as your Company’s first secretary in order for us to assist you in the incorporation of your proposed Company. Therefore, we request one year‘s fees in advance for the secretary services.

Any engagement of services with 3E is subject to the satisfactory completion of our client acceptance conclusion of our client acceptance /due diligence check procedures. Clients are required to furnish the necessary information for us to perform client acceptance /due diligence check procedures. Secretary agreements must be signed by the corporate representative/director to confirm understanding, agreement to, and acceptance of the scope of services, both parties’ responsibilities, and the services’ terms and conditions.

In the event that the services are deemed impermissible under any applicable independence restrictions, we reserve the right to terminate the services, and the Client agrees to release us from any obligations with immediate effect. In no event shall we be obliged to perform any services that would cause us to be in violation of any applicable law, rule or regulation, or any professional standards applicable to us.

In Malaysia, a shareholder of a Private Limited Company (Sdn. Bhd.) must comply with the Companies Act 2016. Shareholders can be individuals or corporate entities, and both Malaysian and foreign investors are eligible.

Key Requirements for Shareholders in Malaysia:

1. Minimum Age – Must be 18 years or older.
   
2. Legal Eligibility – Must not be an undischarged bankrupt, convicted of a criminal offence, or serving any prison sentence.
   
3. Entity Type – Can be a natural person (local or foreign) or a corporate entity.
   
4. Shareholding Registration – Must hold or be allotted shares and be registered in the company’s securities register.
   
5. Number of Shareholders – A Sdn. Bhd. requires a minimum of 1 shareholder and allows a maximum of 50 shareholders.
   

Meeting these requirements ensures compliance with Malaysian company law, enables smooth company incorporation, and supports proper corporate governance.

The shareholders (also called members) own the company by holding its shares; they are the owners of the company, whilst the directors are appointed by shareholders to manage the company. Although the roles are completely distinct, a single person can assume both positions (both directors and shareholders are the same group of persons), or lots of different people can fulfil these roles.

Directors

• Also known as company officers.
• Can also be shareholders.
• Appointed to a company at the discretion of its shareholders.
• Responsible for managing a company lawfully and ethically in accordance with the Companies Acts and the Articles of Association.
• Required to run a business within their powers.
• Expected to promote the success of a business with a view to making a profit for the benefit of the company and its shareholders.
• May receive a salary and dividend payments.
• Their rights and powers are determined by the shareholders
• Legally responsible to ensure the company compiles with all corporate compliance requirements, such as filing true and fair annual accounts, Annual Returns, and Company Tax Returns within the deadlines, and ensuring all required taxes are paid on time.
• Can be removed and disqualified if they are incompetent, display ‘unfit’ conduct or breach their contract in any way.
• Can be held personally liable and prosecuted should they fail to uphold their legal responsibilities and duties.
• Normally authorized to issue and transfer shares, but this depends on the Articles of Association.

 

Shareholders

• Also known as members. The first shareholders are known as subscribers.
• Can be a natural person or a corporate body.
• Own some or all of a company through shares.
• Liability is limited to the nominal value of their shares. Should the company run up any debts, they are only responsible for the amount of their shares.
• Can also be directors.
• Not involved with the everyday activities of the company, unless they are also directors.
• Have the power to appoint and remove directors and company secretaries at any time.
• Can choose what powers and rights the company directors have.
• The proportion of ownership depends on the number, value,and class of shares held.
• Their voting rights, capital rights and dividend rights depend on the Prescribed Particulars of their shares.
• Will make decisions about significant issues such as changing the company name or structure, investment opportunities, issuing shares, appointing an auditor to inspect the accounts, appointing or removing a director, changing a director’s powers, changing the Articles of Association or Shareholders’ Agreement.
• Normally have a right to any surplus capital if the company is wound up.

Private Limited Company (Sdn. Bhd.) in Malaysia must appoint at least one shareholder at the time of incorporation, in accordance with the Companies Act 2016. The company can have a maximum of 50 shareholders, providing flexibility for small and medium-sized businesses.

• Minimum Shareholders: 1 individual or corporate shareholder
  
• Maximum Shareholders: 50, as allowed under Malaysian company law
  
• Eligibility: Shareholders can be local or foreign individuals or corporate entities, provided they are not disqualified (e.g., bankrupt or legally restricted)
  
• Share Registration: All shareholders must be registered in the company’s official securities register

In Malaysia, shareholders of a Private Limited Company (Sdn. Bhd.) have essential rights that enable them to influence company decisions and protect their investments. While day-to-day management is handled by the Board of Directors (BOD), shareholders exercise their authority through powers granted under the Companies Act 2016, the company’s Memorandum & Articles of Association, and any shareholders’ agreements.

• Rights at shareholders’ meetings-can speak and vote on a resolution
• Voting out directors
• Electing to sell their shares
• Right to receive dividends
• Right to restrain the company from acting ultra vires
• Right to approve any change in the name of the company
• Right to challenge the change of the object clause
• Right to ensure due observance of the company’s Memorandum & Articles of Association
• Right to receive a copy of the financial statement
• Right to appoint and remove an auditor
• Right to return of capital on winding-up
• Right to call a meeting
• Right to appoint proxies
• Right to request the company in writing to provide information held by the company (with a right to appeal to the court if the company refuses)
• Right to inspect statutory records [register of members, minutes book, register of directors, managers and secretary]

A shareholder of a Company Limited by Shares (Sdn Bhd) is not liable for the company’s obligations (liabilities). The liability of the shareholder is limited to any amount unpaid on the shares held by him in the event of winding up.

The authorised capital is also called the registered capital or nominal capital. It is the maximum amount of share capital within which the company’s issued and paid-up capital lies.

On every share issued or allotted, the amount paid in full on its par value is known as the paid–up capital. The minimum requirements for authorised capital for a private limited company under the Companies Act is RM400,000, whereas paid–up capital is RM2 (subject to different requirements under specific approvals, operating licences, permits or registration with the relevant governmental departments).

The issued share capital must be paid up immediately upon incorporation. Therefore, 3E’s standard incorporation packages only support paid–up capital from RM1 to RM1,000. This is the maximum acceptable amount to be taken as paid up by shareholders, in cash, without them producing the proof of funds.

If the intended paid–up capital exceeds RM1,000, clients are advised to incorporate the Company with a minimum statutory paid-up capital of RM1 and subsequently increase the paid-up capital to the desired amount after the bank account is opened, so that shareholders can provide payment proof into the corporate bank account.

Paid-up capital is the money shareholders pay to the company to purchase shares. These funds can be used for all company expenses, including paying off all company debts. There is no personal liability on an individual shareholder if the necessary amount for the subscribed shares is fully paid.  If this amount is not fully paid, creditors may demand that the shareholder be personally responsible for the shortfall.

There is no lockup period as such. You can immediately start using capital for your company needs.

The general principles and characteristics of names which can be considered as company’s name:-

• Names shall use the correct language and spelling;
• If a name contains words other than the Malay or English Languages, the meaning of such words must be given;
• Names which are not blasphemous or likely to be offensive to members of the public;
• Names which do not resemble elements of religion;
• Certain names which are not too general, for example “Attempt Bhd.” or “Beautiful Sdn. Bhd.”;
• The usage of individual names shall be from the names of the directors to be named in the Memorandum or Articles of Association. However, individual names may be considered if they are those of immediate family members of the director or promoter, for example, the names of children, father, wife, grandfather, or grandmother. Proof of family relationship must be given. If the name of the company is from the individual name of a group of companies in existence, consent letter must be obtained from the group of companies which have such individual names;
• State the meaning of the created words;
• The company name is not an acronym that can be used to mislead, as the name of a multi-national company such as PNB, ICI, IBM;

(Please refer Guide to Select Your Malaysia Company Names in Malaysia for further information)

• The proposed company’s name is similar to existing names and may cause confusion among the public (unless a consent letter is granted).
• The proposed company’s name is similar to the former name of the existing company and may create undesirable confusion to the Public members.
• The proposed company’s name is prohibited by the Companies Act 1965 or any other relevant Acts.
• The proposed company’s name is undesirable for use as a company name, for example, Ekor Ayam Sdn Bhd.

SSM may randomly carry out a due diligence exercise, which may delay the name approval process. In addition, the business activity may be subject to control and regulation by other government authorities and therefore requires prior approval.

Therefore, it is recommended that you reserve your name early if you have a deadline for incorporating, should you have a deadline date to incorporate your company. Please email to info@3ecpa.com.my now.

The Company can change back to its old name after 12 months but a company cannot use the old name of another to incorporate a new company.

The applicant owned a business and wished to use the name to incorporate a company; the approval of the name under the Companies Act is not automatic. The applicant is still subject to the provisions of the Companies Act.

If only one promoter needs to be changed, there is no need to submit a new Form 13A. The applicant can proceed with the incorporation of a company.

If all the names of the promoter are to be changed, the applicant needs to submit a new Form 13A together with new fees, and state the reason for this re-application.

The applicant has to attach a consent letter by from the holding company for the purpose of incorporating a subsidiary company. Approval of the name is still subject to the similarity of the existing companies.

SSM may raise a query on the submitted Form 13A because the consent letter is not complete and/or does not comply with the regulations.

Yes, an approved name can be transferred to another party by re-filling Form 13A together with the fees and the consent letter from the previous applicant.

SSM, or Suruhanjaya Syarikat Malaysia, is the Malay term for CCM, or the Companies Commission of Malaysia. They serve as a government agency to incorporate companies and register businesses, as well as to provide public access to company and business information.

Before a business can legally start operating, it must comply with some form of licensing, which may be a general licence, an industry/sector-specific licence, or an activity-specific licence. Business licences are required by the legislation and administered by various government agencies, statutory bodies and local authorities. Business licences include registrations, approvals, licences and permits. The compliance requirements vary by industry, business activity and location.

Business licences can be categorised into 3 different logical groups, namely:

(1) General licences

(2) Sector Industry Specific licences; and

(3) Activity-Specific licences.

 

(Please refer Business Licences in Malaysia for further details)

The common seal of the company shall be only used with the authority of the directors or of a committee of the directors authorised by the directors in that behalf, and every instrument in which the seal is affixed shall be signed by a director and countersigned by the secretary or second director.

The definition of “book” under Section 4 of the Companies Act, 1965 includes any register or other record of information and any accounts or accounting records, however compiled, recorded or stored, and also includes any documents.

The Statutory/ Register Book shall be kept at the registered office or any such other place as the directors may approved under Section 159(1), Companies Act, 1965. However, (Company Secretary’s office).

The Company number means:-

1. In relation to a company, the number allocated to it by SSM upon its Incorporation.
2. In relation to a foreign company, the number allocated to it by the CCM on its registration; and

• For a proposed company, the reference number is allocated when the proposed name is approved by SSM.

Upon incorporation of a Company, the company number and the name of company must appear on the seal and all business letters, statements of account, invoices, official notices, publications, bill of exchange, cheques or letters of credit of or purporting to be issued or signed by or on behalf of the company under the Section 121(1) of the Companies Act, 1965.

A company shall as from the day on which it begin to carry on business or as from the fourteenth day after the date of its incorporation, whichever is the earlier, have a registered office within Malaysia to which all communications and notices may be addressed and which shall be open and accessible to public pursuant to Section 119(1) of the Companies Act, 1965. Generally, most Companies (Sdn Bhd) use their company secretary’s office as their registered address.

Whereas the Business Address is a place for conducting business activities in any part of Malaysia, be it your home, shop, factory, or even if you don’t need a business address, as this is not required by SSM at the time of Company registration.

The use of 3E’s office premises as your company’s Registered Address is free when you engage us on Incorporation Services or Secretarial Services. Please note that the registered address is merely for the fulfilment of statutory requirements under the Companies Act. 3E also offers cost–effective and reliable Virtual Office Solutions.

Every company must appoint an auditor or auditors, and the person or persons so appointed must be an “approved company audit or” under the Companies Act, 1965, and must not otherwise be closely associated with the company. An auditor is a person who principal task is to examine the financial statements and records of the undertaking and report whether, in his opinion they properly reflect the activities of the undertaking during the period under review and of its assets and liabilities at the end of that period.

The directors of a company are obliged at any time after a company is incorporated but before the holding of the First Annual General Meeting (“AGM”) of the Company at which accounts are laid to appoint a person or persons to be the auditor or auditors of the Company. If the directors fail to make any appointment prior to First AGM, the company may make such an appointment at a general meeting. The auditor or auditors so appoint will hold the office until the conclusion of the First AGM.

Section 4 of the Companies Act 1965 defines financial year in relation to any corporation as the period in respect of which any profit and loss account of the company, laid before it at a general meeting is made up, whether that period is a year or otherwise. In short, financial period is the Company’s accounting period.

As the CA 1965 does not specify the date in which a financial year shall commence or end, the decision to determine the financial year, including any changes thereof, is entirely at the discretion of the company.

Nevertheless, a company is required to hold its first Annual General Meeting (AGM) within 18 months of its incorporation (Section 143 (1) of the CA 1965). This mean that the first accounting period should not more than 18 months.

Most companies use either the end of the calendar year (December 31) or the end of any of the quarter (March 31, June 30 or September 30) as their fiscal year end date.

Please refer to 3E’s Article on How to Determine the Financial Year End for Your Company

 

Both exempt private company and non exempt private company are private limited company with the following exception :

Charateristic	Exempt Private Company	Non-Exempt Private Company
Type	Sdn Bhd	Sdn Bhd or Bhd
Membership	Only individual owned. Cannot have more than 20 members. Cannot have corporate shareholder.	Any, can be individual owned or corporate owned up to a maximum of 50 members.
Option not to file audited accounts with CCM	Allowed, provided the company is solvent. But audited accounts is still required to be prepared and tabled at the AGM. Company need to file with CCM the annual return, Certificate By Exempt Private Company and Auditor’s Statement.	Not allow, must file audited accounts and annual return.
Loan to director	Allowed but for the following purposes only 1.  to meet expenses incurred by the director for the purpose of  the company or to enable the director to perform his duties properly in the company; 2.  to purchase a house (for own occupation) if the director is under a full-time emplyment of the company or 3.  the director is under a full-time employment of the company and the loan provided to him is under the company’s approved loan scheme for employees of the company.	Not allow.
Loan to person connected with a director Note : Person connected with director including spouse, child, adopted child or stepchild, parent, brother, sister and the spouse of his child, brother or sister and body corporate which is associated with that director	Allow only to the person connected with a director who is engaged in the full-time employment of a company for the purpose of meeting expenditure incurred or to be incurred in purchasing a house or the loan is under the company’s approved loan scheme for employees of the company.   In accordance with a scheme for the making of loans to employees approved by the company in a general meeting. Note : This paragraph shall not apply to a company whose ordinary business includes the lending or money or the giving of guarantees in connection with loans made by other persons, if the activities of that company are regulated by any written law relating to banking, finance or insurance or are subject to supervision by Bank Negara Malaysia.	Not allow.   Note : This paragraph shall not apply to a company whose ordinary business includes the lending or money or the giving of guarantees in connection with loans made by other persons, if the activities of that company are regulated by any written law relating to banking, finance or insurance or are subject to supervision by Bank Negara Malaysia.

The AGM is a formal meeting held once each calendar year pursuant to Section 143(1) of the Companies Act, 1965. The First AGM must be held within eighteen (18) months of its incorporation, and thereafter not more than fifteen (15) months after the holding of the last preceding AGM. However, pursuant to Section 169(1) of the Companies Act, 1965 the company shall held the AGM within six (6) months from each of the financial year end.

In conclusion, AGM of the company shall be held pursuant to Sections 143(1) and 169(1) of the Companies Act, 1965 on the basis that whichever the earlier.

Sounds complicated? No worries, 3E Accounting as your Company Secretary will handle this for you. We will sending email alert(s) to remind you on the key deadlines and advise you the actions required. Please determine your Company’s financial year end and inform us so that we could remind you accordingly.

Pursuant to Section 165 of the Companies Act 1965, all the companies are required to lodge every year with the SSM. Its annual return which must be made up to the date of the Annual General Meeting (“AGM”) in the year or to a date not later than 14 days after the date of the AGM of the company. The Annual Return accompanies by a certificate and a list of members must be signed by a director or by the manager or secretary of the company and lodged with the CCM together with the Audited Financial Statements within one (1) months from the date of AGM.

No worries, 3E Accounting as your Company Secretary will handle this for you.

1. The address of the registered office of the company.
2. In a case in which the register of members is kept elsewhere than at the registered office, the address of the place where it is kept.
3. A summary, distinguishing between shares issued for cash and shares issued as fully or partly paid up otherwise than in cash.
4. Particulars of the total amount of the indebtedness of the company in respect of all charges which are required to be registered with the Registrar.
5. Except in the case of a company to which section 166 applies a list as at the date of the return or as at such other date as the Registrar authorizes in the case of any company:-
   (a) containing the full names and addresses of all persons who on such date are members of the company;
   (b) stating the number of shares held by each member at the date of the list; and
   (c) if the names are not arranged in alphabetical order, having annexed thereto an index sufficient to enable the name of any person in the list to be easily found.
6. Where the company has converted any of its shares into stock and given notice of the conversion to the Registrar, the list must give particulars as to the amount of stock or the number of stock units instead of the amount of shares.
7. In the case of a company keeping a branch register:-
   (a) references in paragraphs 5 and 6 to particulars required shall be taken as not including any such particulars contained in the branch register, so far as copies of the entries containing those particulars are not received at the registered office of the company before the date of the list in question; and
   (b) where an annual return or a list of members is dated between the date when any entries are made in the branch register and the date when copies of those entries are received at the registered office of the company, the particulars contained in those entries, so far as relevant to an annual return, shall be included in the next or a subsequent annual return as may be appropriate having regard to the particulars included in that return with respect to the company’s register of members.
8. All such particulars with respect to the persons who at the date of the return are, or, are deemed to be, directors of the company and any person who at that date is a manager or secretary of the company as are by this Act required to be contained in the register of directors managers and secretaries.
9. Name and address of the auditor of the company.