Execution of Documents for Malaysia Companies
| Q: |
What does “execution of documents” mean for a Malaysian company? |
| A: |
Execution of documents refers to the formal signing of agreements, contracts, or legal documents by authorised representatives of a company to make them legally binding. A document is executed by a company by affixing its common seal or by signature in accordance with Section 66 of the Companies Act 2016. |
| Q: |
Who is authorised to execute documents on behalf of a Malaysian company? |
| A: |
Documents may generally be executed by at least two authorised officers, one of whom must be a director, or by the sole director of the company in the presence of a witness. Authorised officers include directors, the company secretary, and any other person duly authorised by the Board. |
| Q: |
Is a company seal still required in Malaysia? |
| A: |
No. The Companies Act 2016 abolished the mandatory use of a common seal. Companies may still use a seal if they choose to, but it is no longer a legal requirement for document execution. |
| Q: |
Does every document require a board resolution before execution? |
| A: |
Not necessarily. Routine business documents may be signed by authorised directors or officers. However, major transactions such as loans, asset disposals, or corporate restructuring typically require board or shareholders’ approval. |
| Q: |
Are electronic signatures and digital signatures valid in Malaysia? |
| A: |
Yes. Both electronic and digital signatures are generally recognised under the Electronic Commerce Act 2006 and Digital Signature Act 1997, provided they meet reliability and authenticity requirements and are accepted by the relevant parties. |

