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Company Limited by Guarantee Malaysia

Updated: Mar 3

Company Limited by Guarantee (CLBG)



How to register a Company Limited by Guarantee (CLBG)?

CLBG’s registration process is divided into the following 3 steps:


Step 1 (Name Reservation Unit):

1. Online name query under MyCoid system; and

2. Preparation of documents for the second stage of the process based on the appeal application/rejection application received in the MyCoid system.


Step 2 (Corporate Administration Section):

1. Apply to the Minister of Domestic Trade and Consumer Affairs (Minister) for appeal approval or apply for Registrar approval, depending on the CLBG name being applied for.

2. Please refer to the SSM website www.ssm.com.my and click on Legal Framework – CA 2016 (CA 2016) for reference regarding CLBG and

• Checklist 1 to register CLBG without using the word “Berhad” or “Bhd” (Ministerial Approval); or

• Checklist 2 to register CLBG using the word “Berhad” or “Bhd” (Registrar Approved).


Step 3 (Incorporation Unit):

1. Submit company registration documents; and

2. Pay the registration fee.


How much does it cost to register a CLBG?

1.

Name search fee

RM50

2.

Minister/Registrar approval fee;


i

Ministerial Approval (without “Berhad” or “Bhd” words)

RM700


(gazetted words)

RM700

ii

Minister’s approval (no gazette words)

RM400

iii. 

Registrar approval (with the words "Berhad" or "Bhd")

RM200

3.

Registration fee

RM3,000



What types of objects can CLBG form?

Section 45 of the CA 2016 and paragraph 5 of the Guidelines for CLBG (GCLBG) provide that a CLBG can only be established with the following objectives:


• Providing leisure or entertainment;

• Promoting commerce and industry;

• Promoting arts;

• Promoting science;

• Promoting religion;

• Promoting philanthropy;

• Promoting pension or superannuation scheme; or

• Promoting any other objects that are useful to the community or country, such as:

  • environment;

  • health;

  • education;

  • research;

  • social; or

  • sports.


Are there any general prohibitions?

​Yes, CLBG must ensure that none of its members or directors will use the company or its financial resources for any form of political or illegal activity.


Does CLBG require paid-up capital?

CLBG is not a company limited by shares and therefore CLBG has no paid-up capital. However, an initial fund of RM1 million is the main requirement for establishing a CLBG without the need to use the words "Berhad" or "Bhd".​



Can CLBG operate other activities or objects not listed in Section 45 of CA 2016?

No, the CLBG shall carry out the activities or objectives specified in Section 45(1) of the CA 2016 and Paragraph 5 of the GCLBG.



Can CLBG use RM1 million in funding? Or does the amount have to remain in CLBG forever?

CLBG must use RM1 million of funding only to promote their objects.



Does the CLBG license need to be renewed every year?

No, the license granted to CLBG does not need to be renewed annually.



Can the RM1 million fund be awarded or sponsored by donors from any ministry or member/donor?

The initial funding of RM1 million can come from any person or any company willing to contribute to set up a CLBG, but the documentation must comply with the requirements in Checklist 1.


The initial fund of RM1 million can be from anybody or any company who is willing to contribute in setting up the CLBG subject to the documentation is complied with the requirement in the Checklist 1.




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