Bestar Reply CLBG Incorporation in Malaysia Inquiry
- Roger Pay
- Jul 13, 2025
- 6 min read
Updated: Nov 9, 2025
Bestar Reply CLBG Incorporation in Malaysia Inquiry
Dear Client,
Thank you for your inquiry regarding the incorporation of a Company Limited by Guarantee (CLBG) in Malaysia. Bestar is pleased to provide you with a detailed proposal outlining the incorporation process, required documents, timelines, and our professional fees.
Understanding a Company Limited by Guarantee (CLBG) in Malaysia
A Company Limited by Guarantee (CLBG) is a type of public company incorporated under the Companies Act 2016 (CA 2016) in Malaysia, typically formed for non-profit objectives. Unlike companies limited by shares, CLBGs do not have share capital. Instead, they have members who guarantee a specific amount to be contributed in the event the company is wound up. Their liability is limited to this agreed sum.
CLBGs are often established for purposes such as:
Providing recreation or amusement
Promoting commerce and industry, arts, science, religion, or charity
Promoting pension or superannuation schemes
Promoting any other objects useful to the community or country (e.g., environment, health, education, research, social, sports)
Incorporation Process
The incorporation of a CLBG involves several key steps, requiring approval from the Companies Commission of Malaysia (SSM) and, in some cases, the Minister of Domestic Trade and Consumer Affairs.
Step 1: Name Application and Reservation
Name Search: We will conduct a name search with SSM to ensure the proposed name for your CLBG is available.
Minister/Registrar Approval: Depending on whether your CLBG name will include "Berhad" or "Bhd", or if you intend to omit these words (e.g., for names like "Yayasan" or "Foundation"), an application for approval will be submitted to either the Minister or the Registrar.
Without "Berhad" or "Bhd": This requires Ministerial approval and typically necessitates an initial fund of RM1 million to be secured within six months of incorporation. This fund ensures the CLBG can carry out its objectives and sustain operations for at least two years.
With "Berhad" or "Bhd": This requires Registrar approval.
Step 2: Preparation of Documents
Upon name approval, we will prepare the necessary incorporation documents. This includes:
Draft Constitution: A CLBG is required to have a constitution, which outlines its name, objects, legal capacity, and the amount each member guarantees. We will assist in drafting this in compliance with SSM guidelines.
Consent Letters: Obtaining consent to act as promoter and director from each proposed individual.
Statutory Declaration: A statutory declaration from promoters and proposed directors confirming compliance with the CA 2016 and their eligibility.
Promoter and Director Information: Detailed biodata, qualifications, and experience in charitable activities for each proposed director and promoter.
Financial Forecast: An estimated income and expenditure statement for the first two years, showing expected contributions.
Contributor/Donor Information (if omitting "Berhad"/"Bhd"): Information confirming the RM1 million financial contribution to be made within six months of incorporation.
Step 3: Submission to SSM
We will submit the complete set of documents to SSM for formal incorporation.
Step 4: Issuance of Certificate of Incorporation
Upon satisfaction that all requirements are met and fees are paid, SSM will issue a notice of approval and registration, along with a certificate of incorporation upon request.
Required Documents
To proceed with the incorporation of your CLBG, we will require the following information and documents from you:
Proposed Name(s) of the CLBG: Up to three preferred names.
Objects/Purposes of the CLBG: Detailed explanation of the non-profit activities and objectives.
Personal Details of Proposed Directors:
Full Name (as per NRIC/Passport)
NRIC/Passport Copy
Residential Address
Nationality
Occupation
Contact Information (email, phone number)
Biodata, qualifications, and relevant experience in charitable/non-profit activities.
Letter of consent to act as director.
Personal Details of Proposed Promoters/Founding Members:
Same details as directors above.
Letter of consent to act as promoter.
Statutory Declaration: To be signed by proposed directors and promoters.
Estimated Income and Expenditure Forecast: For the first two years of operation.
Details of RM1 Million Initial Fund (if omitting "Berhad"/"Bhd"):
Confirmation of financial contribution from donors/contributors.
Supporting documents (e.g., minute of meeting by contributing entity, latest bank statement/fixed deposit, latest financial statement of contributor).
Timelines
The estimated timeline for the CLBG incorporation process is as follows:
Name Application and Approval: Approximately 1-2 weeks (can vary depending on SSM and Ministerial approval process, especially for omission of "Berhad"/"Bhd").
Document Preparation: 1-2 weeks (depending on the promptness of receiving all required information from you).
SSM Submission and Approval: Approximately 2-4 weeks after submission, assuming all documents are in order and no further queries from SSM.
Overall Incorporation: Typically 4-8 weeks, but can extend if Ministerial approval is required or if there are extensive queries from SSM.
Professional Fees
Our comprehensive professional fees for handling the entire CLBG incorporation process include:
Consultation and Advisory: Guidance on CLBG requirements, structure, and compliance.
Name Search and Application: Preparation and submission of name reservation and approval applications to SSM.
Constitution Drafting: Preparation of the CLBG's constitution in compliance with the Companies Act 2016.
Document Preparation: Drafting and collation of all necessary incorporation documents, including consent letters and statutory declarations.
SSM Submission: Lodgement of all incorporation documents with SSM.
Follow-up and Liaising: Ongoing communication and follow-up with SSM until approval.
Appointment of First Company Secretary: (Mandatory) Our fees include the appointment of our qualified company secretary for the first year of operation.
Total Professional Fees (One-Off): USD2,610 and includes Government Fees and company secretary USD570 for the first year
Registered Office Address:
It's a mandatory requirement for any company registered in Malaysia to have a physical registered office address.
Our fee for the provision of a registered office address is a standard annual charge USD300 per year.
What the Registered Office Address Service Includes:
Official Address: Provides a legal, physical address in Malaysia for your company. This is where all official communications from SSM (Companies Commission of Malaysia), Inland Revenue Board (LHDN), and other government agencies will be sent.
Mail Handling: Bestar will receive and process official mail directed to your company at that address. This involves notifying you of received mail and, in many cases, forwarding it to you (though forwarding costs is separate).
Statutory Records Keeping: The registered office is also where your company's statutory books, registers, and other official documents are legally required to be kept and made available for inspection.
Nominee Resident Director Fees in Malaysia:
This is a common service sought by foreign individuals or entities who need to incorporate a company in Malaysia but do not have a local director who ordinarily resides in the country.
Bestar provide an individual who meets the "resident director" criteria under the Companies Act 2016 to act as one of your company's directors. This individual does not get involved in the day-to-day operations or management of your business; their role is primarily for statutory compliance.
Annual Fee: The charge is USD1,560 per year for a nominee resident director.
Security Deposit (Refundable): Bestar will require a refundable security deposit USD1,560. This deposit is held to mitigate the nominee director's personal liability in case the company faces fines, penalties, or other issues due to non-compliance, or if the beneficial owners become unreachable.
Refund Conditions: The deposit is refunded upon the successful termination of the nominee director's service, provided the company is in good standing and all outstanding obligations are met.
How to Get Started with Our Services
Here are the steps:
Consultation & Quotation:
Receive a proposal/quote: We will discuss your business needs to tailor our services and provide a detailed quotation for our fees and government charges.
Payment:
Once you agree to the quatation, you'll make the payment for the agreed-upon services.
Provide Required Information & Documents:
Complete forms: You will complete the attached forms "Company Incorporation Form", "KYC (Know Your Client) Form", and a "PDPA Consent Form" to gather necessary details about your proposed company, directors, and shareholders.
Submit identification: You'll need to provide scanned copies of passports/NRICs and proof of residential address for all directors and shareholders. For foreign documents, these may need to be notarized.
Incorporation Process:
Bestar will then proceed with the company name reservation and submission of the incorporation application to SSM.
We will keep you updated on the progress. Typically, incorporation can be completed within 5 to 7 business days once all documents are in order and submitted to SSM.
Post-Incorporation:
Upon successful incorporation, you'll receive the Certificate of Incorporation and Business Profile.
Bestar will then assist with opening a bank account and setting up any ongoing services (corporate secretarial, accounting, etc.) you've engaged us for.
We are confident that our expertise and experience in Malaysian company incorporation will ensure a smooth and efficient process for establishing your Company Limited by Guarantee. We look forward to assisting you in realizing your organization's objectives.
Should you have any questions or require further clarification, please do not hesitate to contact us.
Sincerely,
Bestar Global
Bestar Reply CLBG Incorporation in Malaysia Inquiry
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