Berhad and CLBG Registration in Malaysia

For public companies, associations and non-profit organisations.

Who this is for

A Berhad is a public company limited by shares, and its name ends with Berhad or Bhd. A company limited by guarantee (CLBG) is used by associations and non-profit organisations. If you want an ordinary private company instead, see register a Sdn Bhd. Pricing depends on the structure, so contact us for a quote.

Public company (Berhad)

  • A Berhad needs at least two directors. They must be natural persons aged 18 or above, ordinarily resident in Malaysia and not disqualified under Section 198 of the Companies Act 2016.
  • It needs at least one member, who can be a Malaysian or a foreigner, or a corporate body.
  • The minimum share capital is RM1. In the first stage the capital can be up to RM10,000, and above that proof of funds is required.
  • A registered office in Malaysia is required, open to the public in business hours.
  • A company secretary must be appointed within the period set by the Companies Act 2016. The secretary’s duties include lodging the Annual Return and financial statements.
  • A constitution is optional. Without one, the company, its directors and its members follow the rights and duties in the Companies Act 2016.
  • A new Berhad cannot use the same name as an existing business entity, even if you own both.

Company limited by guarantee (CLBG)

A CLBG has a constitution, and amending it needs prior approval from SSM. Directors must be fit and proper under the Companies Act 2016, and SSM may consider their experience, character and integrity. A CLBG must follow some rules that other companies do not:

  • It cannot use the company or its funds for political or unlawful activities, and it must stay within the objects it was set up for.
  • It cannot appoint new directors without SSM approval, and it cannot pay directors fees, salaries or fixed allowances.
  • It must use its profits and income for the purposes in its objects, and it cannot collect donations from the public.
  • It can hold land or property only with a licence from the Minister.

A CLBG may apply to the Minister for a licence to omit “Berhad” or “Bhd” from its name. The conditions are in our CLBG FAQ.

What you need to prepare

For a Berhad, prepare the directors’ and members’ details, the proposed company name, the registered office address and the proposed share capital. For a CLBG, prepare the subscribers’ full names, addresses and occupations, and the objects of the organisation, because these go into the constitution.

Why ASI

ASI Secretarial has been supporting businesses in Malaysia since 1995. Whichever structure you choose, you need a qualified company secretary, and we can act in that role. Our office is at Megan Avenue 1, Jalan Tun Razak, Kuala Lumpur.

WhatsApp Us → Call 03-2770 8133

Related services

FAQs

1) Who can be Director for CLBG?
The person must be fit and proper and is not disqualified under the Companies Act, 2016.

For the purposes of determining whether a person is fit and proper, the Registrar may:

    (a) consider the experience, qualification and competency of the founder or director which would assist him in carrying out his duties as director of the CLBG;
    (b) consider the reputation, character and integrity of the founder or director;
    (c) conduct a security vetting on the potential founder or director and a safety filter (security vetting) for the potential founder or director shall be conducted by the Royal Malaysian Police and/or other agencies.
2) Can a new director be appointed after the CLBG is incorporated?
A new director may be appointed provided that the registrar (SSM) is satisfied that the applicant is fit and proper and competent to perform the duties of a director under Companies Act, 2016.
3) Must a CLBG adopts constitution?
Unlike any other company, a CLBG is required to have a constitution with, among others, the following requirements:
(a) the name of the company;
(b) the objects of the company;
(c) the capacity, rights, powers and privileges of the company;
(d) the amount up to which the member undertakes to contribute to the assets of the company in the event of it being wound up;
(e) the full names, addresses and occupations of the subscribers; and
(f) a statement that the subscribers are desirous of being formed into a company in pursuance of the constitution.
4) Can the constitution be amended after its adoption?
Prior approval from SSM must be obtained to amend the constitution of a CLBG.
5) Prohibition of CLBG
A CLBG must ensure that none of its members or directors uses the company or its financial resources to conduct any form of political or unlawful activities. In conducting its activities, it must ensure that it does not depart from the objects for which it was established for.
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