Corporate Legal Retainer in Malaysia
Our corporate legal retainer gives SMEs and corporations in Malaysia monthly access to lawyers for company law questions, basic contract reviews and letters, with the scope and monthly fee agreed after an initial discussion.
- For SMEs and corporations
- Companies Act 2016 questions
- Email, calls and meetings
- Online consultations
How We Can Help
- Email enquiries answered by email or our platform
- Telephone discussions and physical or virtual meetings
- Updates on company law and corporate regulation
- NZSK newsletters on Malaysian legal developments
- Drafting and reviewing letters, including letters of demand
- Advice on and review of basic contracts for services
Explore related guides
Reviewed by Ms. Khoo Ai Theng, Founder, Advocate & Solicitor of the High Court of Malaya. Last updated October 2026.
Why Choose Us?
15+ Years
Legal experience
14 Days
To lodge beneficial ownership changes with SSM, s 60B
30 Days
Annual return deadline after incorporation anniversary, s 68
6 Years
General time limit for contract claims, Limitation Act 1953
What does the corporate advisory retainer cover?
The Corporate Advisory and Consultation Retainer gives SMEs and corporations regular access to NZSK’s lawyers for everyday company and commercial questions, for a monthly fee based on the scope agreed with you. It includes:
- enquiries by email, answered by email or through the firm’s platform
- telephone discussions for quick or urgent questions
- physical or virtual meetings when a matter needs a fuller discussion
- updates on Malaysian company law and corporate regulation
- NZSK newsletters on legal developments that affect businesses
- drafting and reviewing letters, including letters of demand and replies to complaints
- advice on and review of basic contracts for services
The retainer is advisory. Court proceedings, arbitration and other contentious work fall outside it and are quoted separately, so the monthly fee stays predictable. For how our retainers work in general, see our legal retainer packages page.
Directors' duties and compliance under the Companies Act 2016
The Companies Act 2016 (Act 777) governs every company incorporated in Malaysia, and a corporate retainer lets directors check what it requires before they act. The core duty is in section 213: a director must exercise his or her powers for a proper purpose and in good faith in the best interest of the company, and with reasonable care, skill and diligence. A breach of section 213 is an offence punishable by a fine of up to RM3 million, imprisonment of up to five years, or both. Directors must also declare their interest in company contracts (section 221) and must not improperly use company property, information or opportunities (section 218).
Routine compliance points include:
- lodging the annual return with SSM within 30 days of each anniversary of incorporation (section 68)
- circulating a private company’s financial statements within six months of its financial year end (section 258) and lodging them within 30 days of circulation (section 259)
- having at least one director who ordinarily resides in Malaysia (section 196) and a qualified company secretary (section 236)
Beneficial ownership reporting under the 2024 amendments
Since 1 April 2024, Malaysian companies must identify their beneficial owners, keep a register of them and report them to the Companies Commission of Malaysia (SSM). The rules were added to the Companies Act 2016 by the Companies (Amendment) Act 2024 (Act A1701) as a new Division 8A, sections 60A to 60E. SSM’s guidelines state that no company is exempt, and foreign companies registered in Malaysia are covered through section 573A.
A beneficial owner is a natural person who ultimately owns or controls the company (section 60A). Under SSM’s guidelines this generally includes anyone holding, directly or indirectly, at least 20% of the shares or voting shares, and anyone with ultimate effective control even with a smaller stake. The main duties are:
- keep a register of beneficial owners at the registered office or another notified place in Malaysia (section 60B)
- lodge any change with SSM, generally through the e-BOS system, within 14 days of recording it
- keep records of former beneficial owners for seven years
- require members and others to confirm who the beneficial owners are (section 60C)
Contravening section 60B is an offence for the company and its officers, with a fine of up to RM20,000 and a further daily fine for a continuing offence.
Contract reviews and letters that prevent disputes
Many commercial disputes trace back to a contract term nobody read closely, or a letter that conceded more than it should. Under the retainer we review basic contracts for services before you sign and advise on the terms that most often cause trouble:
- scope of work, deliverables and acceptance
- payment terms, late payment interest and rights to suspend
- variation, termination and notice clauses
- limitation of liability and indemnities
- the dispute resolution clause, including whether disputes go to court or to arbitration
We also draft and review letters. A letter of demand sets out the claim, the amount due and a deadline, and is usually the first step before a civil claim. It differs from a statutory notice under section 466 of the Companies Act 2016, which applies to a company debt exceeding RM50,000: if the debtor company does not pay, secure or compound the debt within 21 days, the creditor can rely on the notice to present a winding-up petition. Under section 6 of the Limitation Act 1953 (Act 254), contract claims are generally time-barred six years after the cause of action accrues, so unpaid invoices should not be left to sit. Our corporate debt recovery guide explains the next steps.
Handling shareholder and supplier disputes early
Disputes between shareholders, or with a key supplier or customer, are usually easier to resolve before positions harden. Under the retainer you can raise an issue as soon as it appears, and we advise on the documents that decide it: the company’s constitution, any shareholders’ agreement, board and general meeting minutes, the supply contract and the correspondence.
Early advice focuses on practical steps:
- checking whether a board decision or share issue followed the constitution and the Companies Act 2016
- preserving emails, accounts and records before they are lost
- sending a measured letter, or a without prejudice proposal, instead of an angry reply
- identifying rights to terminate, suspend or claim, and the notice each one requires
Where a shareholder’s complaint is serious, section 346 of the Companies Act 2016 allows any member to apply to the court if the company’s affairs are conducted oppressively, in disregard of members’ interests, or in a way that unfairly discriminates against or prejudices members. If proceedings become necessary, our litigation team can act on a separate quotation. Our shareholder dispute guide explains the options.
How NZSK runs a corporate retainer
Every corporate retainer starts with an initial consultation, online or in person at our Puchong or Mont Kiara office. We learn how your business operates, review sample documents such as your standard contract for services, and agree the scope: the areas covered, who may send enquiries and what sits outside the retainer. The monthly fee is then quoted for that scope.
Once the retainer is running, you send each enquiry by email with the relevant documents, so we advise on the actual terms and not on a summary. Quick questions can be taken by telephone, and fuller discussions held in a physical or virtual meeting.
Updates and newsletters focus on changes that need action, such as new SSM lodgement requirements and practice directives. One recent example is the duty to appoint a data protection officer and to notify personal data breaches, in force since 1 June 2025 under the Personal Data Protection (Amendment) Act 2024 (see our data protection page).
If a matter becomes contentious, our corporate litigation team can act on a separate quotation.
Frequently Asked Questions
A corporate legal retainer in Malaysia is a monthly arrangement under which a company pays a law firm for an agreed scope of advisory work. NZSK's Corporate Advisory and Consultation Retainer covers email enquiries answered by email or through the firm's platform, telephone discussions, physical or virtual meetings, company law updates and newsletters, drafting and reviewing letters, and advice on and review of basic contracts for services.
The cost of a corporate retainer in Malaysia depends on its scope: the areas of company and commercial law covered, the expected volume of enquiries, the number of companies in the group and how quickly answers are needed. NZSK quotes the monthly fee after an initial discussion in which the scope is agreed. Court proceedings, arbitration and other contentious work are not part of the monthly fee and are quoted separately.
Under section 213 of the Companies Act 2016, a director of a Malaysian company must exercise his or her powers for a proper purpose and in good faith in the best interest of the company, and with reasonable care, skill and diligence. Directors must also declare interests in company contracts and must not improperly use company property or information. Breaching section 213 is an offence carrying a fine of up to RM3 million, up to five years' imprisonment, or both.
In Malaysia, beneficial ownership reporting applies to companies under Division 8A of the Companies Act 2016, added by the Companies (Amendment) Act 2024 with effect from 1 April 2024, and SSM's guidelines state that no company is exempt. A company must keep a register of its beneficial owners, generally anyone with an effective interest of at least 20% or with ultimate effective control, and lodge any change with SSM within 14 days of recording it.
Under the Companies Act 2016, a Malaysian company must lodge its annual return with SSM within 30 days of each anniversary of its incorporation (section 68), and failing to do so carries a maximum fine of RM50,000. A private company must circulate its financial statements within six months of its financial year end (section 258) and lodge them with SSM within 30 days of circulation (section 259).
Yes. NZSK's corporate retainer includes advice on and review of basic contracts for services, such as service agreements with customers, suppliers and contractors. Before you sign, we check the scope of work, payment terms, variation and termination clauses, limitation of liability and the dispute resolution clause, and explain the risks in plain terms. Work beyond the agreed retainer scope is identified and quoted separately before it starts.
In Malaysia, a letter of demand is usually the first step in recovering a debt or pressing a contract claim: it sets out the claim, the amount and a deadline, and may resolve the matter without court. It is not the same as a statutory notice under section 466 of the Companies Act 2016, which applies to company debts exceeding RM50,000 and gives the debtor company 21 days to pay before a winding-up petition can be based on it.
Yes. Under NZSK's corporate retainer, a company and its directors can raise a shareholder dispute early and receive advice based on the constitution, any shareholders' agreement, the minutes and the accounts. Early advice can help keep a dispute out of court. If it cannot be resolved, a member may apply to court under section 346 of the Companies Act 2016, and that litigation is quoted separately. See our shareholder dispute guide.
Need regular legal advice for your company?
Book an initial consultation, online or in person at our Puchong or Mont Kiara office, to agree the scope and monthly fee of a corporate retainer. We advise once we have reviewed your documents, such as your constitution and standard contracts, at that consultation.
- (+60)12-401 4799 | (+60)3-8060 0267
- [email protected]
Consultation by appointment at Mont Kiara, Kuala Lumpur and Puchong, Selangor, or online.
