Foreign-owned companies
None of the shareholders lives in Malaysia, and the company needs a resident director before it can be incorporated.
A resident director for your company, with the duties and limits written down.
Every Sdn Bhd needs at least one director whose principal home is in Malaysia. If you don't have one yet, a licensed partner can act as your resident director while you set up, under an agreement that spells out what they will and will not do.
- 1resident director required by s.196(4)
- Full dutiesa nominee is a director in law
- Temporaryuntil your own director qualifies
Who uses a nominee director.
Three situations come up most often.
Founders waiting for an Employment Pass
A nominee fills the role until your pass is approved and you qualify as a resident director yourself.
Overseas parent companies
The subsidiary is run from headquarters but still needs a director based in Malaysia.
What a nominee director is, and what it isn't.
A nominee director is a person appointed to the board to meet the resident director requirement on behalf of the shareholders who nominated them. In law there is no lesser category: once appointed, a nominee is a director like any other.
That cuts both ways. Under Section 213 of the Companies Act 2016 every director must act in good faith in the best interest of the company, and Section 217 says a nominee director must not put the wishes of the person who appointed them ahead of that duty. A nominee will not sign anything unlawful or anything they cannot verify, and you should not want one who would.
A nominee director is also not a way to hide who owns a company. Since the Companies (Amendment) Act 2024, every company must identify its beneficial owners and lodge their details with SSM. The real owners are on record either way.
What the arrangement includes.
The resident director is provided by a licensed partner, the secretarial work by us, and government fees are listed separately.
ServiceWhat's includedFrom
Resident director appointment
A Malaysian resident director through a licensed partner, appointed by board resolution and lodged with SSM within 14 days.s.58 and s.196(4)
Quoteper 6 or 12 months
Nominee director agreement
Written terms on the director's role, signing limits, information rights, fees, indemnity and resignation.s.217
Includedwith the appointment
Company secretary
A licensed secretary keeps the registers, minutes and SSM filings the nominee relies on.s.235 and s.236
RM80/monthbilled yearly
Handover to your own director
Appointing your director once they qualify, and the nominee's resignation and SSM notice.s.58
RM150per change
Prices exclude SST. SSM fees are paid at cost and listed separately on every quote.
How the arrangement works.
Check eligibility and scope
We confirm your structure and what the resident director needs to do, which is usually far less than a managing director.
Agree the terms
The nominee agreement sets the signing limits, how decisions reach the board, fees, and how and when the nominee steps down.
Appoint and lodge
The board resolution and the director's consent are signed, and the appointment is notified to SSM within 14 days.
Run the company
You manage the business. Every board resolution the nominee signs comes with the documents they need to see.
Hand over
When your own director qualifies, we appoint them and the nominee resigns, with SSM notified.
Who can act as a nominee director.
Requirements for the nominee
- At least 18 years old
- Principal place of residence in Malaysia
- Not an undischarged bankrupt
- Not disqualified, and no conviction that bars them from being a director
- Gives written consent to act
What you should expect
- A written agreement before the appointment
- No bank signing power unless you both agree to it
- A copy of every resolution they sign
- Your beneficial owners still reported to SSM
- A clear exit when your own director is ready
Frequently asked questions
Reviewed by [licensed secretary name], November 2026. General information, not legal advice.
What is the difference between a nominee director and a managing director?
A managing director runs the business day to day. A nominee director is appointed mainly to meet the resident director requirement and usually takes no part in running the business, though they keep the full legal duties of a director.
Will the nominee director make decisions for my company?
No. You run the business. The nominee signs board resolutions that have been explained and documented, and can refuse anything unlawful or against the company's interest, as Section 217 requires.
Can a nominee director sign bank documents?
Not by default. Most arrangements exclude bank signing. If a bank insists on a resident signatory, the terms are agreed in writing first.
Is the nominee director's name public?
Yes. Every director appears in SSM's records. Your company's beneficial owners are also lodged with SSM under the beneficial ownership rules.
How long can I keep a nominee director?
As long as the company needs one. Most clients keep the arrangement until their own director qualifies as a resident, for example after an Employment Pass is approved.
Tell us about your shareholders.
We will confirm whether you need a resident director and what the arrangement involves, and send a quote during business hours.