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Companies Commission of Malaysia’s Revised Guidelines on Companies Limited by Guarantee

02 September 2026

On 14 July 2026, the Companies Commission of Malaysia (“SSM”) issued a set of revised Guidelines on Companies Limited by Guarantee (“Revised Guidelines”). The Revised Guidelines supersede the revised Guidelines on Company Limited by Guarantee issued on 15 July 2025 (“Superseded Guidelines”).
 
Apart from drafting refinements, the Revised Guidelines are substantially similar to the Superseded Guidelines.
 
This article highlights the main amendments introduced under the Revised Guidelines. 
  1. Paragraph 12(c), which permits the Registrar of Companies (“Registrar”) to “assess the result of security vetting on the promoter or proposed director, conducted by the Royal Malaysian Police and/or other agencies” in determining whether such person is “fit and proper” to be a promoter or director of a company limited by guarantee (“CLBG”) to be incorporated under the Companies Act 2016 (“CA 2016”), has been amended to permit the Registrar to “assess the result of security vetting on the promoter or proposed director, conducted by the relevant authorities.” 

    In our opinion the substance of paragraph 12(c) remains unchanged. 
     
  1. Paragraph 15 of the Superseded Guidelines provided, among others, that “The CLBG shall adopt the model constitution provided by the Registrar. For the purposes of incorporation, the CLBG must adopt Part A of the model constitution. Notwithstanding, the CLGC may insert additional clauses which does not supersede the CA 2016.” 

    This paragraph has been amended in the Revised Guidelines to read, “The CLBG is advised to refer to the model constitution provided by the Registrar on SSM website at www.ssm.com.my. For the purposes of incorporation, the CLBG must adopt Part A of the model constitution. Notwithstanding, the CLBG may insert additional clauses which does not supersede the CA 2016.”
     
    The amendment makes it clear that only the adoption of Part A (but not Part B) of the model constitution set out in Annexure 1 is mandatory at the point of incorporation. 
  1. Paragraph 19 which empowers the Registrar to require a CLBG to submit a segmental reporting (“SR”) has been amended to provide more granularity to the contents to be included in the SR. The Superseded Guidelines provided that “The SR may include but not limited to CLBG’s financial information” whereas paragraph 19 of the Revised Guidelines provides that “The SR may include, amongst others, the CLBG’s financial information, source of funds and list of activities”. 

    The additional details, while informative, do not add to the Registrar’s existing powers to determine the information to be included in the SR. 
  1. Paragraph 30 of the Superseded Guidelines, which substantially adopts section 45(4) of the CA 2016, prohibits a CLBG from holding land unless a licence has been obtained from the Minister. Paragraph 30 of the Revised Guidelines now prohibits a CLBG from acquiring and/or holding land without a licence from the Minister. 

    While “acquiring” of land is not mentioned in section 45(4), it would be imprudent for a CLBG to unconditionally acquire land without obtaining a licence from the Minister to hold land. 
  1. The following new paragraphs have been introduced into the Revised Guidelines:
  1. Paragraph 34 which requires an applicant to submit an application through the electronic services of the SSM in the form and manner as may be determined by the SSM from time to time; and 
  2. Paragraph 35 which provides that notwithstanding that an application is submitted through the electronic services, a company must keep and maintain at its registered office all original supporting documents required for the application and shall produce such documents to the SSM upon request.
  1. Paragraph 39 of the Revised Guidelines (previously paragraph 35 of the Superseded Guidelines) states that in the event of a winding up and dissolution of a CLBG, any remaining assets after settling its liabilities shall be given or transferred to a CLBG in accordance with section 45(2) of the CA 2016. In this regard, section 45(2)(c) of the CA 2016 requires the surplus assets to be transferred to either:
  1. another body with objects similar to those of the transferor; or 
  2. another body whose objects are the promotion of charity and anything incidental or conducive to such objects. 
Paragraph 35 of the Superseded Guidelines which reflects section 45(2) of the CA 2016 permitted the transfer of surplus assets to another body without expressly requiring the transferee to be a CLBG.
 
In light of the wordings in paragraph 39 of the Revised Guidelines, it appears that upon the winding up of a CLBG, its surplus assets may only be transferred to an entity that is a CLBG.
 
It is to be noted that the Checklists for CLBG have also been revised on 14 July 2026. The revised Checklists can be accessed here.
 
 
Article by Sheba Gumis (Partner) and Faith Chan (Senior Associate) of the Corporate Practice of Skrine.
 
 

This article/alert contains general information only. It does not constitute legal advice nor an expression of legal opinion and should not be relied upon as such. For further information, kindly contact skrine@skrine.com.

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