Malaysia Companies Limited By Guarantee

Companies Limited By Guarantee (“CLBG”) may be incorporated under the Malaysian Companies Act 2016 (“CA 2016”) as public companies.

CLBG is defined under the CA 2016 as a company formed on the principle of having the liability of its member limited by the constitution to such amount as the members may respectively undertake to contribute to the assets of the company in the event of it being wound up. No company may be formed as, or become, a company limited by guarantee with a share capital.

In Malaysia, there are two (2) types of CLBG under the CA 2016:

  1. CLBG without the word “Berhad” or “Bhd”, subject to approval from the Minister (“CLBG without “Berhador “Bhd"); and
  2. CLBG with the word “Berhad” or “Bhd” at the end of its name (CLBG with “Berhador “Bhd").

Kensington Corporate Services (Malaysia) Sdn. Bhd. is a management services company in Malaysia and is able to assist you with incorporation and administration of your company.

NAME OF CLBG

  • Words which may be used are Foundation (Yayasan), Institute (Institut), Academy (Akademi), Corporation (Badan), Alliance (Gabungan), Federal (Persekutuan), Chamber (Dewan), Council (Majlis), Fund (Tabung), Memorial (Peringatan) and Centre (Pusat).
    Note: CLBG with “Berhad” is not allowed to use the word “Foundation (Yayasan)” as part of its name. 
  • Words such as Association (Persatuan), Union (Kesatuan) and Society (Pertubuhan) are not allowed.
  • Names which are related or connected with any political party will not be allowed.
  • Usage of names connected with government agencies will not be allowed unless the incorporation and activities of the CLBG are sponsored by the government agencies concerned.

OBJECTS OF CLBG

Activities of a CLBG to be formed must be in line with the following objects and maximum of three (3) objects are allowed in the Constitution:-

  • Providing recreation or amusement;
  • Promoting commerce and industry;
  • Promoting arts;
  • Promoting science;
  • Promoting religion;
  • Promoting charity;
  • Promoting pension or superannuation schemes; or
  • Promoting any other objects useful for the community or country, such as –
    - Environment;
    - Health;
    - Education;
    - Research;
    - Social; or
    - Sports

GENERAL REQUIREMENTS

A CLBG shall –

  • apply its profits and other income for the purposes stated in the objects of the company;
  • prohibit the payment of any dividend to its members; and
  • require all the assets that would otherwise be available to its members generally be transferred on its winding up either -
    (i)  to another body with objects similar to its own; or
    (ii) to another body the objects of which are the promotion of charity and anything incidental or conducive to such objects.

CLBG WITHOUT “Berhad” OR “Bhd”

  • A CLBG may apply to the Minister to omit the word “Berhad” or the abbreviation “Bhd” from its name. The Minister may impose terms and conditions as he thinks fit in approving the application.
  • The basis to support the approval of omitting the word “Berhad” or “Bhd” is that the CLBG must have a fund amounting to RM1 million cash as initial funding for its activities. The CLBG is required to get all of the cash has been pledged by potential contributors within six (6) month after it is established.

    A contributor can be either an individual or a company.

    (a)  Supporting documents from individual acting as contributor / donor
     -   A Statutory Declaration by the individual contributor and the amount that the contributor has agreed to contribute; and
    -   The latest bank statement OR fixed deposit receipt.

    (b)  Supporting documents from company acting as contributor / donor
    -    A resolution by the company the contents of which should among others include the amount that the company has agreed to contribute;
    -   Latest bank statement of the company; and
    -   Latest audited financial statements of the company.