Company Limited by Guarantee (CLBG) & Foundation Setup

Incorporate & Structure Your Foundation (CLBG)

with Full SSM Licensing & AMLA Compliance

Establish a credible, non-profit public corporate entity or charity foundation under the Companies Act 2016 without administrative delays. Guided by a veteran corporate and NGO governance leader trained in mandatory SSM AMLA compliance for CLBGs, we handle your Minister/Registrar licensing, initial fund commitments, constitution drafting, fundraising authorizations, and annual statutory compliance.

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Top-Rated Corporate Secretarial Firm in Malaysia (4.9/5.0 Stars with 119+ Verified Google Reviews)

100% Transparent, reasonable package fees with zero hidden charges. We review your non-profit objectives upfront and obtain explicit consent before proceeding with every statutory stage.

24-Hour Same-Day Reply Guarantee & Complete Done-For-You SSM Execution. From founder vetting and foundation naming to Section 45 licensing and AMLA risk frameworks.

The Zepheus Advantage

Why Zepheus & Why Jee Soo Lip for Your CLBG & Foundation?

1

Mandatory SSM AMLA Training Certified

Formally trained and certified in Anti-Money Laundering and Counter Financing of Terrorism (AMLA/CFT) compliance specifically tailored for CLBGs and Foundations, fulfilling mandatory SSM governance requirements.

2

Non-Profit & Civil Society Leadership

12+ Years of Senior Executive Leadership across national non-profit movements (including JCI National Executive Vice President and Local President), combining deep community development experience with corporate governance.

3

Cross-Sector Association Network

Active Member of key Malaysian trade, professional, and clan associations (PUMM, CEA Penang, Hainanese Association Penang), providing strategic connectivity and reputable board network capabilities.

4

Individual Honors & Awards

Recipient of global, national, and regional leadership recognitions including Most Outstanding New Member at JCI World Congress/ASPAC and Most Outstanding Member at NATCON.

5

Statutory CoSec & Licensing Mastery

16+ Years of Practical Corporate Secretarial Expertise executing Section 45 Minister license applications, non-profit constitution tailoring, public fundraising approvals, and MBRS financial filings.

6

Transparent Value Promise

4.9-Star Google Rating across 119+ reviews. Clear, itemized quotation with zero hidden fees and explicit consent before work begins.

Strategic Comparison

Company Limited by Guarantee (CLBG) vs. ROS Society vs. Sdn Bhd

Key Comparison Criteria

Company Limited by Guarantee (CLBG / Foundation)

Society / Association (ROS)

Private Limited Company (Sdn Bhd)

Governing Law & Regulator

Companies Act 2016 (Companies Commission of Malaysia / SSM).

Societies Act 1966 (Registry of Societies / ROS).

Companies Act 2016 (Companies Commission of Malaysia / SSM).

Legal Entity Type

Public Company (Unlisted Public Company without share capital).

Registered Society / Non-Governmental Organization.

Private Company Limited by Shares.

Primary Purpose & Objective

Surplus for Non-Profit Movement: Dedicated entirely to charitable, educational, scientific, religious, or social cause movements.

Surplus for Non-Profit Movement: Dedicated to member welfare, clubs, trade associations, and grassroots community movements.

Profit-Oriented for Shareholder Wealth: Commercial trading, investments, and maximizing returns to equity shareholders.

Capital & Ownership

No share capital. Backed by members who act as guarantors.

No share capital. Financed by entrance fees and annual member subscriptions.

Divided into ordinary/preference shares owned by shareholders.

Public Credibility & Scale

Highest Institutional Credibility: Recognized by corporate donors, international grant bodies, and tax authorities.

Grassroots / Community Credibility: Best suited for local or hobby-based groups.

Standard Commercial Credibility for business transactions and contracts.

Omission of 'Berhad' Word

Allowed with Minister's License under Section 45(1) of CA 2016 (e.g., 'Yayasan XYZ' or 'XYZ Foundation'). Requires initial cash commitment.

Not applicable (uses 'Persatuan' or 'Pertubuhan' prefix).

Not allowed (must include 'Sendirian Berhad' or 'Sdn. Bhd.').

AMLA Statutory Compliance

Strict mandatory AMLA/CFT monitoring, donor screening, and mandatory trained secretary/director requirements.

General societies regulatory compliance governed by ROS.

Standard beneficial ownership and risk monitoring under SSM.

Tax Exemption Potential

Eligible to apply for Section 44(6) tax-exempt status under the Income Tax Act 1967.

May apply for tax exemption under Section 44(6) for specific charitable funds.

Taxable commercial corporate rates (not tax-exempt).

End-to-End CLBG & Foundation Services Scope

Module 1

Foundation Incorporation & Ministerial Licensing (Section 45)

Eligibility Screening & Promoter Vetting: Assessing founding directors, vetting criminal/bankruptcy records, and confirming statutory eligibility. 
Foundation Object Structuring: Defining approved charitable, educational, scientific, religious, or environmental objects pursuant to SSM CLBG guidelines. 
Section 45 Minister's License Application: Managing the formal application and capital/initial fund commitment to omit the word 'Berhad' from the foundation's name. 
Foundation Constitution Drafting: Crafting a bespoke Constitution strictly prohibiting dividend distributions to members, defining guarantor liabilities, and setting governance structures. 
Incorporation Lodgment: Electronic submission of all incorporation papers to SSM until the Certificate of Incorporation is issued.

Module 2

AMLA/CFT Compliance & Ongoing Governance Retainer

Mandatory AMLA Governance: Structuring internal Anti-Money Laundering & Counter Financing of Terrorism policies, donor verification protocols, and risk assessment documentation. 
Named Company Secretary Retainer: Appointing a licensed, AMLA-trained Company Secretary to maintain registers of guarantors, directors, and managers. 
Annual General Meeting (AGM) Documentation: Preparing meeting notices, agenda packs, and drafting professional minutes of proceedings. 
Digital MBRS Financial Filings: Structuring audited financial statements and lodging Annual Returns in MBRS format with SSM.

Module 3

Fundraising Approvals & Tax-Exempt Advisory

SSM Public Fundraising Approvals: Preparing statutory applications and documentation for SSM approval prior to soliciting public donations or grants. 
Section 44(6) Tax Exemption Advisory: Assisting foundations in structuring operational records and documentation required for LHDN tax-exemption approval. 
Doorstep Banking Service: Coordinating doorstep bank account opening procedures with partner bankers for seamless institutional account setup.

Frequently Asked Questions

What is a Company Limited by Guarantee (CLBG), and how does it work?

A CLBG is a public non-profit company registered under the Companies Act 2016. Instead of shareholders and share capital, it has 'members' who act as guarantors promising to contribute a nominal agreed sum if the company ever dissolves. Any financial surplus must be reinvested into its non-profit movement and cannot be distributed as dividends.

Why do corporate donors and philanthropists prefer a CLBG/Foundation over an ROS Society?

A CLBG provides the highest level of institutional governance and credibility. As a public non-profit company, it operates under the Companies Act 2016 with mandatory annual statutory audits, transparent director fiduciary duties, and SSM oversight, making it the preferred vehicle for corporate CSR funds, international philanthropic grants, and large endowments.

How much capital or initial fund commitment is required for a CLBG to omit the word 'Berhad'?

Under SSM guidelines for a Section 45 Minister's License to omit 'Berhad' (e.g., using 'Yayasan XYZ' or 'XYZ Foundation'), the founders are typically required to commit an initial cash contribution into the foundation's bank account (generally a minimum of RM 1 million within 6 months of incorporation for national foundations, or specific lower thresholds depending on the approved category and ministerial conditions).

What are the mandatory criteria and qualifications for an individual to act as a Director in a CLBG?

Under SSM CLBG guidelines, a director must: (1) be a natural person aged at least 18 and ordinarily reside in Malaysia, (2) not be an undischarged bankrupt or convicted of any financial/fraud offences, (3) possess suitable fit-and-proper credentials, experience, or reputation aligned with the foundation's non-profit objectives, and (4) pass mandatory regulatory background screening by SSM and relevant security agencies.

Can founders or directors draw a salary or director's remuneration from a Foundation / CLBG?

Directors of a CLBG generally act in a voluntary capacity and cannot receive directors' fees or profit distributions. However, if a founder or director is actively employed in full-time executive management (e.g., as CEO, Executive Director, or Operations Head), reasonable market-rate remuneration for actual services rendered may be paid, provided it is strictly permitted in the approved Foundation Constitution and formally sanctioned by the Board / SSM.

Can a CLBG or Foundation distribute profits or dividends to its founding members?

No. Under Malaysian law, a CLBG is strictly dedicated to surplus for non-profit movement. Its constitution must explicitly prohibit the payment of any dividends, bonuses, or return of capital to its members or directors. All revenue, surplus, and donations must be used exclusively to advance its approved charitable or social causes.

How long after incorporating a CLBG can we apply for LHDN tax exemption status under Section 44(6)?

A CLBG typically applies for Section 44(6) tax-exempt status after operating for at least 1 to 2 financial years with tracked charitable activities and audited financial statements. However, if the foundation has substantial initial funding, clear charitable programs, and complete governance frameworks, the application can be submitted earlier once operations and project disbursements officially commence.

How long does the entire CLBG incorporation and Minister's License process take?

A standard CLBG incorporating with the word 'Berhad' (e.g., ABC Foundation Berhad) takes approximately 1 to 2 months. Applying for a Section 45 Minister's License to omit the word 'Berhad' (e.g., Yayasan ABC) involves comprehensive promoter vetting and ministerial reviews, which generally takes 3 to 6 months from submission to final gazette approval.

How do we open a bank account for our new Foundation?

Once SSM issues the Certificate of Incorporation, our team prepares the required Directors' Written Resolution approving the bank mandate and signatory structure. Through our exclusive value-added service, we coordinate doorstep banking with partnering bankers so directors can complete verifications without queuing at branches.

Can a CLBG own commercial properties, land, or invest its surplus funds?

Yes. A CLBG has full legal capacity as a corporate body to purchase properties, hold land, and invest its endowment funds, provided that all rental yields, investment returns, and capital gains are strictly channelled back into funding its approved non-profit objectives and charitable missions.

Public Non-Profit Governance

Incorporate Your Non-Profit Foundation with Full SSM Licensing & AMLA Governance.

Establish a credible public non-profit corporation under the Companies Act 2016. We handle Minister Section 45 licensing to omit 'Berhad', bespoke constitution drafting, fundraising approvals, and MBRS filings.

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