Quick answer
Every private company in Malaysia must have at least one director who ordinarily resides in Malaysia (Companies Act 2016, s.196). Foreign-owned companies without a local director can appoint a resident director for compliance purposes. The appointee must consent and declare eligibility (s.201), and the role is set out in a written agreement that excludes day-to-day management and banking authority unless agreed otherwise.
Last reviewed： · Reviewed by：ONEKEY BIZ compliance team
01
Overview
Section 196 of the Companies Act 2016 requires a private company to have at least one director whose principal place of residence is in Malaysia. It applies from incorporation and must be maintained for as long as the company exists — a company cannot let its only resident director resign without a replacement (s.208).
For foreign founders this is often the one requirement they cannot meet themselves. A compliance-appointed resident director fills the statutory position so the company can be incorporated, open bank accounts and apply for licences, while the owners keep full control of the business.
Because a director carries legal duties, the arrangement must be documented properly: a written appointment agreement defining the limited scope, an indemnity protecting the director, and safeguards protecting the beneficial owners. Beneficial ownership must still be declared to SSM — a resident director does not change who owns or controls the company.
Who needs this
- Foreign founders incorporating a Sdn. Bhd. with no Malaysian director
- Foreign-owned companies whose local director is leaving
- Groups setting up a Malaysian subsidiary run from overseas
02
Documents you need to prepare
Company
- SSM company profile (or incorporation details if new)
- Current register of directors and shareholders
- Beneficial ownership details
Owners
- IC or passport of each shareholder and existing director
- Nature of business and expected banking arrangements
- The resident director does not sign cheques, run operations or take financial decisions unless you agree in writing.
- Activities that are undisclosed, non-compliant or unlawful are excluded from the arrangement.
03
How to get it done with ONEKEY BIZ
- 1KYC & scope Day 1–2
We verify the company, owners and business activity.
- 2Appointment agreement Day 2–3
We prepare the agreement, indemnity and safeguards.
- 3Consent & declaration Day 3
The resident director signs the s.201 consent and declaration.
- 4SSM notification Day 3–5
The appointment is lodged with SSM within 14 days.
- 5Annual renewal Yearly
The appointment is reviewed and renewed each year.
You do
- Complete KYC for the company and owners
- Sign the appointment agreement
We do
- Provide a qualified Malaysia-resident director
- Prepare the agreement and indemnity
- Lodge the appointment with SSM
- Keep the position filled for the term
04
What you receive
Defines the compliance-only scope, term, fees and safeguards.
Signed by the resident director.
Proof the appointment is recorded.
Showing the resident director alongside your own directors.
Official sources
Frequently asked questions
Does the resident director own shares?
No. Shareholding and beneficial ownership stay with you.
Can the resident director operate our bank account?
Not unless you agree in writing; the default scope excludes banking authority.
What happens if we later hire a Malaysian director?
We lodge the new appointment first, then the resident director resigns — the company is never without one.