Letter Of Incorporation Template for Malaysia

When you're establishing a new company in Malaysia, the Letter of Incorporation is one of the most critical documents you'll need to prepare. This formal document serves as your official request to the Companies Commission of Malaysia (SSM) to register your new business entity and must comply with all requirements under the Companies Act 2016.

When do you need this document?

You need a Letter of Incorporation whenever you're forming a new company in Malaysia, whether it's a private limited company (Sdn Bhd) or public limited company (Bhd). This document is required during the initial incorporation process and must be submitted alongside your company constitution, director consent forms, and other statutory documents. You'll also need this letter when converting an existing business structure into a company, establishing a foreign company's Malaysian subsidiary, or when required by banks for business account opening as part of their due diligence process.

Key legal considerations

Your Letter of Incorporation must include specific mandatory information to meet SSM requirements. The document should clearly state your proposed company name, ensuring it complies with naming guidelines and isn't already registered. You must specify the company type, share capital structure, and provide complete details of all proposed directors and shareholders, including their identification numbers and addresses. The letter should outline your intended business activities and confirm compliance with any industry-specific licensing requirements. Additionally, you need to declare that all information provided is accurate and that the incorporation complies with Malaysian laws, including anti-corruption measures under the Malaysian Anti-Corruption Commission Act 2009.

Legal requirements in Malaysia

Under the Companies Act 2016, your Letter of Incorporation must be submitted to SSM along with Form 13A (application for incorporation) and other required documents. The letter must be signed by all proposed directors and include statutory declarations confirming their eligibility to serve as directors. Malaysian law requires at least one director to be ordinarily resident in Malaysia, and this must be clearly stated in your letter. You must also specify the registered office address, which must be a Malaysian address where official correspondence can be received. The share capital structure must comply with minimum capital requirements, and if your business involves restricted activities, you must reference any necessary licenses or approvals from relevant authorities such as Bank Negara Malaysia or the Securities Commission.