Setting Up Non-Listed Public Company Limited by Shares (Bhd.)

Essential elements to incorporate a Non-Listed Public Company Limited by Shares

When can the Company commence business?


1. A Public Company with share capital which has not issued a prospectus inviting the public to subscribe for its shares or has not issued a prospectus under the Capital Markets and Services Act 2007, shall not commence any business or exercise any borrowing power until:-

  • A Statement in lieu of prospectus which complies with the Companies Act, 2016 has been lodged with the registrar;
  • A Statutory declaration verifying the requirements under the relevant paragraphs in Companies Act, 2016 have been complied with.

2. The Company shall become entitled to commence business or exercise any borrowing powers after lodgement of the statutory declaration with the registrar.

Annual Obligations of Public Companies Limited by Shares

Annual Return

File within thirty (30) days from its anniversary of incorporation date for each calendar year.

Financial Statements and Reports

Financial statements and reports are to be circulated to members & auditors at least twenty-one (21) days before the date of Annual General Meeting (AGM) of the Company. A copy of the financial statements and reports shall be lodged with the registrar within thirty (30) days from the date of the AGM.

Annual General Meeting (AGM)

Every public company is compulsory to hold AGM as follow:-
– Within eighteen (18) months from its incorporation for first AGM;
– Within six (6) months of the Company’s financial year end and not more than fifteen (15) months after the last preceding AGM (whichever is earlier).

Annual Tax Return

Under the self-assessment system, submission should be made within seven (7) months from the end of the accounting period of the company which constitutes the basis period for the year of assessment.

Form E

Form E is a declaration report submitted by every employer to inform LHDN on the number of employees and the list of employee’s income details not later than 31st March of every calendar year.

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