If you’re thinking about taking your business to the next level in Malaysia, you’ve probably come across the term “public limited company” or “Berhad (Bhd.)”. It’s the structure behind almost every company listed on Bursa Malaysia, from banks to glove makers. This straightforward, expert-refreshed guide explains what a Berhad actually is, the exact requirements under the Companies Act 2016, what it costs, how the three Bursa listing boards compare, and — crucially — whether it’s the right fit for your business or whether a Sdn. Bhd. would serve you better.
- What is a Public Limited Company (Bhd.)?
- Bhd. vs Sdn. Bhd. at a Glance
- Why Choose to Be a Public Limited Company (Bhd.)?
- Core Requirements Under the Companies Act 2016
- Key Features and Advantages of a Bhd.
- Features
- Advantages
- How to Register a Berhad with SSM
- Listing on Bursa Malaysia: Main, ACE and LEAP Markets
- Tax and Compliance Considerations
- Challenges of Running a Bhd. in Malaysia
- Examples of Successful PLCs in Malaysia
- Is a Public Limited Company Right for Your Business?
- Frequently Asked Questions
- Conclusion
What is a Public Limited Company (Bhd.)?
A public limited company (Bhd.) in Malaysia is a company limited by shares that is allowed to offer its shares to the public and, in most cases, to list and trade those shares on the stock exchange (Bursa Malaysia). The “Berhad” or “Bhd.” suffix is the legal signal that a company is public — distinguishing it from a private limited company, whose name ends in “Sendirian Berhad (Sdn. Bhd.)” and which is prohibited from offering shares to the public and capped at 50 shareholders.
Not every Berhad is listed. A company can be an unlisted public company (able to raise funds from the public via prospectus without a Bursa listing), but the overwhelming reason businesses go public is to access the capital markets. Both types are governed by the Companies Act 2016 and regulated by the Companies Commission of Malaysia (SSM), with listed companies additionally bound by Bursa Malaysia’s Listing Requirements and the Securities Commission.
Bhd. vs Sdn. Bhd. at a Glance
Before going further, here’s how a public company stacks up against the private limited company most Malaysian SMEs actually use. For a fuller comparison of every structure, see our guide to choosing the right business entity.
| Feature | Public Company (Bhd.) | Private Company (Sdn. Bhd.) |
| Offer shares to the public | Yes (with prospectus / listing) | No — prohibited |
| Maximum shareholders | No limit | 50 |
| Minimum directors (resident) | 2 (both ordinarily resident in Malaysia) | 1 (ordinarily resident in Malaysia) |
| Annual General Meeting (AGM) | Mandatory every year | Not required (written resolutions allowed) |
| Audited accounts | Always required | Required (some small private companies qualify for audit exemption) |
| Public disclosure | High — strict reporting, especially if listed | Lower |
| Typical use | Large firms raising public capital / IPO | SMEs, family and founder-run businesses |
Why Choose to Be a Public Limited Company (Bhd.)?
Businesses convert to or incorporate as a Berhad because it opens doors that a private company simply cannot:
- Access to capital markets: Raise funds by selling shares to the public and institutional investors, and by issuing bonds — capital a private company can’t tap at the same scale.
- Credibility and trust: Public status, mandatory audits, and continuous disclosure signal stability, which helps with bankers, suppliers, and large clients.
- Share liquidity: Listed shares can be bought and sold on Bursa Malaysia, giving founders and early investors a genuine exit route.
- Growth and talent: Access to large-scale funding supports expansion, and listed shares make employee share schemes (ESOS) far more attractive.
- Valuation uplift: Transparency and liquidity typically earn a higher valuation multiple than an equivalent private firm.
Core Requirements Under the Companies Act 2016
To incorporate a public company limited by shares in Malaysia, you must meet the following minimum requirements:
| Requirement | Details (Companies Act 2016) |
| Minimum directors | 2, both aged 18+ and both ordinarily resident in Malaysia (s.196). This is stricter than a Sdn. Bhd., which needs only one resident director. |
| Minimum shareholders | 1 (individual or corporate, local or foreign); no upper limit |
| Company secretary | At least one qualified, SSM-licensed secretary, appointed within 30 days of incorporation |
| Registered office | A physical registered address in Malaysia |
| Paid-up capital | No statutory minimum — the Act abolished par value and authorised capital, so incorporation is technically possible from RM1. In practice a Berhad needs substantial capital, and Bursa listing thresholds are far higher. |
| Constitution | Optional for the company itself, but a public/listed company will almost always adopt one |
| Commence-business step | A public company must lodge a statutory declaration on entitlement to commence business (s.190) before it can start trading or exercise borrowing powers — the modern replacement for the old “certificate to commence business”. |
One common myth worth correcting: many older guides claim a public company needs a RM2 (or higher) minimum paid-up capital, or that only one director must be resident. Under the Companies Act 2016 there is no par-value/authorised-capital minimum, and a public company requires two resident directors, not one.
Key Features and Advantages of a Bhd.
Features
- Limited liability: Shareholders’ liability is capped at the amount unpaid on their shares.
- Separate legal entity: The company is legally distinct from its owners and can own assets, sue, and be sued in its own name.
- Public share trading: Shares can be offered to the public and, once listed, traded on Bursa Malaysia.
- Board governance: Managed by a board of directors under a formal governance framework (including independent directors and audit committees for listed firms).
- Mandatory transparency: Annual audited accounts, an AGM every year, and — for listed companies — continuous disclosure of material information.
Advantages
- Ability to raise large amounts of capital through share offerings and bonds.
- Enhanced credibility with investors, banks, and business partners.
- Share liquidity and a clear exit path for shareholders.
- Stronger ability to attract and retain talent via share-based incentives.
- Generally higher company valuation thanks to transparency and liquidity.
How to Register a Berhad with SSM
Incorporation is handled online through SSM’s MyCoID portal, the same system used for a standard company registration. The core steps are:
- Name search & reservation: Reserve your proposed “…Berhad” name via MyCoID (RM50 per name).
- Prepare incorporation documents: Director and shareholder details, registered address, share structure, and constitution (if adopted).
- Submit and pay: Lodge the application and pay the RM1,000 incorporation fee for a company limited by shares (the same flat fee applies to private and public companies under the Companies Regulations 2017).
- Receive the Notice of Registration: Issued by SSM, usually within a few working days when documents are in order. (Under the 2016 Act, a Notice of Registration is issued by default; a Certificate of Incorporation can be requested separately.)
- Appoint a company secretary: Within 30 days of incorporation.
- Lodge the s.190 statutory declaration: A public company must file its statutory declaration on entitlement to commence business before it starts trading or borrows.
| Item | Cost / Timeline (verified Aug 2026) |
| Name reservation (MyCoID) | RM50 per name |
| Incorporation fee (company limited by shares) | RM1,000 |
| Registration timeline | Typically a few working days if documents are complete |
| Ongoing (secretary, audit, AGM, filings) | Recurring — budget for professional fees; higher than a Sdn. Bhd. |
Listing on Bursa Malaysia is a separate, much larger undertaking than incorporating a Berhad — it involves advisers, a prospectus, and Securities Commission/Bursa approvals, with fees and timelines an order of magnitude beyond the incorporation costs above.
Listing on Bursa Malaysia: Main, ACE and LEAP Markets
Being a Berhad lets you list, but each of Bursa Malaysia’s three boards targets a different stage of company:
| Board | Best for | Headline entry criteria (2026) |
| Main Market | Established, profitable companies | Profit Test: aggregate after-tax profit of ≥ RM20 million over 3–5 full financial years and ≥ RM6 million in the latest year; alternative Market Capitalisation Test (≥ RM500 million market cap with revenue) also available |
| ACE Market | Growth companies without a profit track record | Sponsor-driven; no minimum profit or operating-history requirement — eligibility rests on a Sponsor’s suitability assessment |
| LEAP Market | SMEs and early-stage firms | Most flexible board; open to sophisticated investors only, with a solid core business and adviser sponsorship |
Bursa updated its Listing Requirements again in late 2025 (enhanced continuing-disclosure and related-party-transaction rules), so any company heading toward an IPO should confirm the latest criteria with its principal adviser and the Bursa Malaysia listing criteria page.
Tax and Compliance Considerations
A Berhad is taxed as a company, but it rarely enjoys the SME concessions available to small private firms. The tiered SME corporate-tax rates (15% / 17% / 24%) require, among other conditions, paid-up capital of ≤ RM2.5 million and no more than 20% ownership by another company — thresholds most public companies exceed. As a result, most Berhads pay the flat 24% corporate rate. For the full breakdown, see our guide to the corporate tax rate in Malaysia and legitimate ways to reduce company income tax.
Shareholders should also note the 2% tax on dividends exceeding RM100,000 received by individuals (from Year of Assessment 2025), plus the ongoing rollout of e-invoicing (MyInvois) and the expanded Sales & Service Tax — all of which raise the compliance bar for larger companies.
Challenges of Running a Bhd. in Malaysia
- Heavier compliance: Mandatory AGMs, audited accounts, and (if listed) continuous disclosure and corporate-governance obligations.
- Public scrutiny: Operations, results, and decisions are exposed to shareholders, regulators, and the media.
- Higher costs: Legal, audit, secretarial, and advisory fees are materially higher than for a Sdn. Bhd.
- Dilution of control: Bringing in public shareholders can dilute founders’ ownership and decision-making power.
- Market pressure: Listed companies face pressure to deliver short-term results and manage share-price expectations.
Examples of Successful PLCs in Malaysia
Some of Malaysia’s best-known companies are public limited companies:
| Company | Sector | How Bhd. status helps |
| Maybank Bhd | Banking / Finance | Access to capital, regional growth |
| Petronas Chemicals Group Bhd | Energy / Chemicals | Global expansion, R&D investment |
| Top Glove Bhd | Manufacturing | Scaling production, global exports |
| Public Bank Bhd | Banking / Finance | Market trust, diversified services |
| Telekom Malaysia Bhd | Telecommunications | Large-scale infrastructure investment |
Each leverages its public status to raise funds, expand internationally, and attract top talent.
Is a Public Limited Company Right for Your Business?
A Berhad is a powerful vehicle, but it isn’t the default choice for most businesses. Use this quick framework to decide before committing to the extra cost and scrutiny.
| Ask yourself | If “yes” → lean Bhd. | If “no” → a Sdn. Bhd. is likely enough |
| Do you need to raise large capital from the public or list on Bursa? | Public company / IPO path | Private company keeps things simpler and cheaper |
| Can you sustain audits, AGMs, and full public disclosure? | Governance and compliance are ready | Compliance burden outweighs the benefit for now |
| Is your business scalable and attractive to institutional investors? | Strong growth story supports a listing | Stay private and revisit later |
| Are you comfortable diluting founder control? | Willing to share ownership for capital | Retain control with a private structure |
If you’re not ready for a Berhad yet, the usual stepping stones are a Sdn. Bhd. for most growth businesses, an LLP for professional partnerships, or a sole proprietorship for small owner-run ventures. Foreign founders should also review the rules for a foreign company registration in Malaysia.
Frequently Asked Questions
Conclusion
A public limited company (Bhd.) in Malaysia is built for businesses with big ambitions — it unlocks public capital, credibility, and liquidity, at the price of heavier compliance, higher costs, and public accountability. For most SMEs, a Sdn. Bhd. remains the practical choice, with the Berhad structure reserved for firms genuinely heading toward large-scale fundraising or a Bursa listing. Before deciding, weigh the framework above and speak with a qualified company secretary or corporate adviser about your specific goals.
Figures and rules verified August 2026 against SSM, the Companies Act 2016, and Bursa Malaysia; always confirm the latest fees and requirements directly with SSM, the Securities Commission, or your corporate adviser before acting.
Disclaimer: This article is provided by KayaToday for general information only and does not constitute legal, tax, or financial advice. Consult a licensed professional for advice specific to your circumstances.
