Incorporating a Non-Listed Public Company in Malaysia

What is a Public Company (Berhad)?

A Public Company in Malaysia is identified with the suffix “Berhad” (Bhd.) at the end of its name. Unlike private companies, public companies can raise capital from the public but must adhere to stricter regulatory requirements. A non-listed public company is not listed on the stock exchange but still requires regulatory compliance under the Companies Act 2016 (CA2016).

Role of the Companies Commission of Malaysia (CCM)

The Companies Commission of Malaysia (Suruhanjaya Syarikat Malaysia – SSM) is responsible for incorporating and regulating public companies in Malaysia. It ensures compliance with corporate laws to create a transparent and structured business environment.

Requirements for Incorporation

A non-listed public company must meet the following criteria:

• • At least two directors (who must be residents in Malaysia).
  • At least one shareholder.
  • A company secretary (who must be a Malaysian resident and either a licensed professional or a member of a prescribed professional body).
  • A minimum share capital of RM2.

Steps to Incorporate a Public Company

Step 1: Name Search & Reservation

Before incorporation, a name search must be conducted via CCM’s MyCoID online system to ensure availability. The approved name is reserved for 30 days, with an option to extend for up to 180 days (subject to renewal).

Step 2: Submission of Incorporation Documents

Once the name is approved, the incorporation documents must be submitted within 30 days. If this period lapses, a fresh name application or extension is required.

Required Documents:

• • Declaration by Director/Promoter (Section 201 CA2016) – confirming they are not bankrupt and have no criminal convictions.
  • Company Constitution (Optional) – if adopted, it must be stamped by the Inland Revenue Board with a fee of RM200.
  • Appointment of Company Secretary – the first company secretary must be appointed within 30 days of incorporation.
  • Prospectus or Information Memorandum (if applicable) – required if the company intends to offer shares to the public.
  • Statement in lieu of Prospectus – required if the company has not issued a prospectus inviting the public to subscribe for its shares

Step 3: Issuance of Notice of Incorporation

Upon successful registration, CCM will issue a Notice of Registration. A Certificate of Incorporation can be requested if needed.

Step 4: Obtain Necessary Licenses & Approvals

Depending on the nature of the business, additional approvals or permits may be required before commencing operations.

Compliance Requirements for a Public Company under CA2016

Once incorporated, a public company must fulfill ongoing compliance and governance obligations:

• • Annual General Meeting (AGM) – Must be held within six months after the financial year-end and not later than 18 months from the date of incorporation.
  • Annual Return Filing – Lodged with CCM within 30 days of the company’s incorporation anniversary.
  • Audited Financial Statements (AFS) –
  • The first AFS must be prepared within 18 months of incorporation; and subsequent AFS within six months of its financial year-end.
  • AFS must be sent to every member and laid before an AGM (shall be at least 21 days before the date if its AGM)
  • AFS must be lodged with CCM within 30 days of AGM.
  • Updating Statutory Records – Any changes in directors, shareholders, registered office, or share capital must be notified to CCM within the prescribed timeframe.
  • Accounting & Record-Keeping – Companies must maintain accurate financial records to reflect a true and fair financial position (Section 245 CA2016).

Why Choose a Public Company Structure?

A non-listed public company structure is ideal for businesses that seek to raise capital from investors without being listed on the stock exchange. This structure provides credibility, governance benefits, and scalability for future business expansion.

Get Started with Your Company Incorporation

We specialise in public company incorporation in Malaysia. Provide us with your proposed company name, and we will conduct a free preliminary search to check its availability.

Let us assist you in setting up your business smoothly. Contact us today for further details!