Is a company constitution compulsory for a Sdn Bhd in Malaysia?
No. Under the Companies Act 2016 a company may choose to adopt a constitution by special resolution. Without one, the Act's default rules apply. If you do adopt one, you must lodge it with SSM within 30 days. A company limited by guarantee must have a constitution.
The old Memorandum and Articles of Association were replaced in 2017. Now:
- A company may adopt a constitution by special resolution (s.32(1)). It is optional for a company limited by shares.
- If adopted, it must be lodged with SSM within 30 days (s.32(4)). Failure is an offence, with a fine of up to RM50,000 and a further fine of up to RM500 for each day it continues after conviction (s.32(5)).
- It binds the company, directors and members, but cannot override the Act (s.32(2)-(3)).
- A company limited by guarantee must have a constitution (s.38).
Why some companies still adopt one
- Different share classes or special voting rights.
- Rules on share transfer, such as pre-emption, drag-along or director approval.
- A restricted business objective.
- Investor or lender requirements.
Without a constitution, the Act's default rules apply to powers of directors, meetings and shares. A constitution can also be adopted after incorporation, and SSM's guideline confirms it may be filed afterwards.
Legal basis
- Companies Act 2016, s.32
- Companies Act 2016, s.38
Sources
Applies to 2026 · Last reviewed 29 October 2026
General information for business owners, not legal, tax or professional advice. Rules change, so check the sources or ask a licensed professional before you act.
Related questions
- What business structure should I choose in Malaysia: sole proprietorship, partnership, LLP or Sdn Bhd?Pick based on liability, who owns it and how credible you need to look. A sole proprietorship or partnership is cheapest but the owners are personally liable; an LLP or a Sdn Bhd gives a separate legal entity. A Sdn Bhd is the usual choice once you hire staff, sign larger contracts or bring in investors.
- What is the difference between a sole proprietorship and a Sdn Bhd in Malaysia?A sole proprietorship is not a separate legal person, so you are personally liable for all business debts. A Sdn Bhd is its own legal person and shareholders are generally liable only for unpaid share capital. A Sdn Bhd costs more to set up and carries more yearly filing duties.
- What is an LLP in Malaysia and how is it different from a Sdn Bhd?A limited liability partnership (LLP) is a body corporate registered under the LLP Act 2012. It needs at least two partners (a shortfall is allowed for six months) and a compliance officer who is a Malaysian citizen or permanent resident living in Malaysia. It runs on a partnership agreement, not a board. A Sdn Bhd has directors, shares and heavier governance under the Companies Act 2016.
- Can one person be the only director and shareholder of a Sdn Bhd?Yes. A company needs at least one member and one director, and one person can be both. A private company must have at least one director who ordinarily lives in Malaysia. You still need a licensed company secretary, and you cannot act as both director and secretary where the law needs both.
- What is the minimum paid-up capital for a Sdn Bhd in Malaysia?The Companies Act 2016 sets no minimum amount; a company needs at least one share. Shares no longer have a par value. Many Sdn Bhds start with RM1 to RM1,000, but regulators, banks and immigration can expect more depending on your activity or foreign ownership.