This glossary defines the terms Malaysian founders and directors meet when incorporating and running a Sdn Bhd — SSM, MyCoID, MBRS, statutory registers, beneficial owners, strike-off and more. Each entry is a short, plain-English explanation of what the term means in practice under the Companies Act 2016.
Use it as a reference while reading the rest of this site or your own company documents. If you are still weighing up a structure, Sdn Bhd vs sole proprietorship compares the two most common options; the incorporation guide walks through registration step by step; and the FAQ answers the most common follow-up questions in fuller detail. Where a term relates to a service we provide — such as the named company secretary or the registered office — the definition links to the relevant page. Definitions are descriptive rather than legal advice; for how a term applies to your own company, ask us directly and we will reply within the working day.
Authoritative sources: Suruhanjaya Syarikat Malaysia (SSM) · MyCoID portal (SSM).
Where should a new director start?
Begin with SSM, MyCoID and the annual return — the three terms behind most first-year questions — then read the compliance guide for how they fit together in practice.
All terms
AGM (annual general meeting)
A yearly meeting of a company's shareholders. Under the Companies Act 2016, private companies (Sdn Bhds) are no longer required to hold AGMs and typically pass shareholder decisions as written resolutions instead. Public companies must still hold one each calendar year.
Annual return
A yearly filing lodged with SSM confirming a company's key particulars — registered office, directors, secretary, shareholders and principal business activity. It is due within 30 days of each anniversary of incorporation and is separate from the tax return filed with LHDN. Missing it for three or more consecutive years exposes the company to strike-off — see our SSM filings service.
Beneficial owner
The natural person who ultimately owns or controls a company, even if the shares are held through other companies, trusts or nominees. Malaysian companies must identify their beneficial owners, keep a register of them, lodge the information with SSM and update it when ownership or control changes.
Certificate of incorporation / notice of registration
Under the Companies Act 2016, SSM issues a notice of registration when a company is incorporated — this is the standard proof that the company exists. A formal certificate of incorporation is issued separately on application and payment of a fee, and is often requested by banks and foreign counterparties.
Companies Act 2016
The primary statute governing companies in Malaysia, in force since 31 January 2017. It sets the rules for incorporation, directors' duties, the company secretary, meetings and resolutions, share capital, filings and striking off. See our compliance guide for how its ongoing obligations play out in practice.
Company secretary
A statutory officer every Malaysian company must have under section 235 of the Companies Act 2016. The secretary must be a qualified natural person residing in Malaysia, appointed within 30 days of incorporation, and is responsible for the statutory registers, SSM lodgements and proper documentation of board and shareholder decisions. PT Corporate Services provides this as a named company secretary service.
Constitution
An optional governing document under the Companies Act 2016, replacing the old memorandum and articles of association. A company without one is governed by the default rules in the Act; a company adopts a constitution when it wants tailored rules — for example on share transfers, classes of shares or director powers.
Directors' resolution / members' written resolution
The formal records of company decisions. Directors' resolutions record board decisions such as opening bank accounts, approving financial statements or accepting share transfers; members' written resolutions let private company shareholders decide matters without holding a meeting. Both must be properly drafted, passed and kept with the company's records.
Dormant company
A company with no business activity or accounting transactions during a period. Dormancy does not switch off compliance: a dormant Sdn Bhd still needs a company secretary and registered office and must still lodge annual returns, although qualifying dormant companies may be eligible for audit exemption under SSM practice directives.
Financial statements lodgement
The submission of a company's financial statements to SSM through MBRS. A private company must circulate its financial statements to members within six months of its financial year end and lodge them with SSM within 30 days of circulation. Most Sdn Bhds require an audit unless they fall within an exemption category under SSM's practice directives.
MBRS
The Malaysian Business Reporting System — SSM's digital filing platform for annual returns, financial statements and related documents, built on the XBRL reporting format. Company secretaries prepare and submit these filings through MBRS on the company's behalf.
MSIC code
A code from the Malaysia Standard Industrial Classification that describes a company's business activity. At least one MSIC code is stated at incorporation and appears in SSM records and the annual return; it should be updated if the company's actual business changes.
MyCoID
SSM's online portal for incorporating companies and lodging many statutory notifications — changes of directors, secretaries, registered office and more. The name also refers to the company registration number used as a single corporate identity across Malaysian government dealings.
Register of directors
A statutory register recording each director's details — name, identification, residential and service addresses, and dates of appointment and cessation. It is kept at the registered office and must be updated whenever directors are appointed, resign or change their details, with the corresponding notification lodged with SSM within 14 days.
Register of members
The statutory register of a company's shareholders, recording who holds shares, how many and of what class, and the dates each member joined or ceased. It is the primary evidence of who the company's members are, so keeping it accurate — especially after share transfers and allotments — matters.
Registered office
The official address of a company in Malaysia, where notices and legal documents are served and where the statutory registers are ordinarily kept. It must be open and accessible during ordinary business hours, and it appears on the public record. Many companies use their secretary's office — see our registered office service.
Sdn Bhd
Sendirian Berhad — a private company limited by shares, and the standard vehicle for doing business in Malaysia. Shareholders' liability is limited to their share capital, and the company is a separate legal person that can contract, own assets and sue in its own name. The trade-offs against simpler structures are compared in Sdn Bhd vs sole proprietorship.
Share allotment
The issue of new shares by a company, increasing its issued share capital. Allotments generally require shareholder approval and board resolutions, with a return of allotment lodged with SSM within 14 days, after which the register of members is updated to show the new holdings.
Share capital / paid-up capital
Share capital is the total value of the shares a company has issued; paid-up capital is the portion shareholders have actually paid for. Malaysia uses a no-par-value regime under the Companies Act 2016, and a Sdn Bhd can be incorporated with capital as low as RM1 — though banks, licences and tenders often expect more.
Share transfer
The movement of existing shares from one holder to another, effected by a proper instrument of transfer, stamped for stamp duty, approved by the board and recorded in the register of members. In a Sdn Bhd, share transfers are restricted, so the approval and paperwork sequence matters.
SSM
Suruhanjaya Syarikat Malaysia, the Companies Commission of Malaysia — the regulator that registers companies and businesses and administers the Companies Act 2016. Incorporations, annual returns and statutory notifications are all lodged with SSM, largely through the MyCoID and MBRS platforms.
Statutory registers
The official records every company must keep under the Companies Act 2016 — principally the registers of members, directors, secretaries and managers, plus beneficial ownership records. They are kept at the registered office and must be updated as facts change; maintaining them is a core duty of the company secretary.
Strike-off
The removal of a company from the register by SSM, after which it ceases to exist as a legal entity. The Registrar may strike off a company that appears defunct — including one that has failed to lodge annual returns for three or more consecutive years. Restoring a struck-off company generally requires a court application, so prevention is considerably cheaper than cure.
According to Suruhanjaya Syarikat Malaysia (SSM), the board of a Malaysian Sdn Bhd must appoint its first company secretary — a natural person who is a citizen or permanent resident ordinarily residing in Malaysia — within 30 days of incorporation, and the office cannot be left vacant for more than 30 days thereafter (Companies Act 2016, Section 236). See SSM — FAQs on the Companies Act 2016.