Starting a business

What counts as a business

A business includes every form of trade, commerce, craftsmanship, calling, profession or other activity carried on for gain. It does not include an office or employment, a charitable undertaking, or an occupation listed in the Act's Schedule.

Registration of Businesses Act s 2

Registering a business

The person responsible for a business must apply to the Registrar to register it no later than 30 days from the date the business starts.

Registration of Businesses Act s 5(1)

The application gives the business's name and nature, the date it started, the address of each place of business, the particulars of any partnership agreement, the full names, positions and dates of entry of the business's associates, and any other information the Registrar requires.

Registration of Businesses Act s 5(2)

Once the application is received and the fee paid, the Registrar registers the business for a period of no more than 5 years and issues a certificate of registration.

Registration of Businesses Act s 5(3)

Registration does not mean that the business has met the requirements of any other law.

Registration of Businesses Act s 5(8)

Renewing the registration

You apply to renew within 30 days before the registration expires. Each renewal is for a period of no more than 5 years.

Registration of Businesses Act s 5A(1), (2)

Carrying on a business that has to be registered without registering it, or carrying it on after the registration has expired, is an offence punishable by a fine of up to 50,000 ringgit, up to 2 years' imprisonment, or both.

Registration of Businesses Act s 12(1)

Forming a company

A person who wants to form a company applies to the Registrar for incorporation. A company cannot be formed for an unlawful purpose.

Companies Act s 14(1), (2)

The application gives the proposed company's name, whether it will be private or public, the nature of its business, the address of its registered office, and details of its members, its directors and any secretary.

Companies Act s 14(3)

Each promoter or director confirms that they consent to act and that they are not disqualified under the Act.

Companies Act s 14(4)

If the Registrar is satisfied that the requirements are met and the fee is paid, the company is entered in the register, given a registration number and issued a notice of registration.

Companies Act s 15

Directors

A private company must have at least 1 director, and a public company at least 2.

Companies Act s 196(1)

A director must be a natural person aged at least 18.

Companies Act s 196(2)

The directors who make up that minimum must ordinarily reside in Malaysia, with their principal place of residence there, and do not include an alternate or substitute director.

Companies Act s 196(4)

The company secretary

A company must have at least 1 secretary, who must be a natural person aged 18 or above, a citizen or permanent resident of Malaysia, and ordinarily resident in Malaysia.

Companies Act s 235(1)

The secretary must be a member of a body listed in the Act's Fourth Schedule, or a person licensed by the Companies Commission of Malaysia.

Companies Act s 235(2)

The first secretary must be appointed within 30 days from the date the company is incorporated.

Companies Act s 236(2)