Corporate & Commercial
What We Do
Our Corporate and Commercial practice advises companies, shareholders, and business owners on a wide range of corporate and commercial matters across multiple industries. We act on the structuring, negotiation, and documentation of commercial arrangements, including joint ventures, distributorships and dealerships, licensing and franchising arrangements, supply and services agreements, and other collaboration and consortium structures.
Our work supports businesses at various stages of their lifecycle, from establishment and expansion to restructuring and ongoing operations. We focus on providing clear, commercially grounded advice that addresses legal risk while supporting our clients’ long‑term strategic objectives. The practice combines technical legal expertise with practical commercial insight to deliver solutions that are workable, sustainable, and aligned with the realities of operating in Malaysia’s evolving business environment.
How We Can Assist You
We advise clients on a broad range of corporate and commercial matters, whether establishing new business ventures, scaling existing operations, or entering into complex commercial arrangements. Our work includes advising on corporate structuring, shareholder arrangements, and the negotiation and documentation of commercial contracts across diverse sectors.
We assist clients in managing legal and commercial risk while maintaining flexibility to support growth and operational efficiency. Our advice is tailored to each client’s business model and strategic priorities, with a focus on clarity, practicality, and effective implementation. By working closely with management teams, investors, and counterparties, we support clients throughout the lifecycle of their corporate and commercial transactions, delivering solutions that facilitate informed decision‑making and sustainable business development.
FAQs
What is required to incorporate a company in Malaysia?
A company is incorporated under the Companies Act 2016 by registering with the Companies Commission of Malaysia. Requirements include at least one director ordinarily resident in Malaysia, one shareholder, and a registered office, together with submission of prescribed incorporation documents.
What are the duties of directors under Malaysian law?
Directors are required to act in good faith, for proper purposes, and in the best interests of the company. They must exercise reasonable care, skill, and diligence, avoid conflicts of interest, and comply with statutory duties imposed under the Companies Act 2016.
What is a shareholders’ agreement and why is it important?
A shareholders’ agreement regulates the relationship between shareholders, including governance, transfer restrictions, and dispute resolution. It supplements statutory provisions and helps manage risks by clearly defining rights and obligations among shareholders.
What is the difference between a private and public company?
A private company restricts share transfers and cannot offer shares to the public, whereas a public company may raise capital from the public and be listed on a stock exchange. Public companies are subject to more extensive disclosure and regulatory requirements.
What is due diligence in corporate transactions?
Due diligence involves a detailed review of a company’s legal, financial, and operational position prior to a transaction. It is conducted to identify risks, liabilities, and compliance issues, enabling parties to make informed decisions and structure transactions appropriately.
What are common commercial contracts used in Malaysia?
Common commercial contracts include supply agreements, distribution agreements, service agreements, and joint venture agreements. These contracts define the parties’ rights and obligations, allocate risks, and typically include provisions governing termination and dispute resolution.
What approvals are required for foreign ownership in Malaysia?
Foreign ownership is subject to sector-specific regulations, which may include equity restrictions, licensing requirements, and approvals from relevant authorities. The applicable requirements vary depending on the industry and nature of the business activities.
What is a joint venture and how is it structured?
A joint venture is a collaborative arrangement between two or more parties to undertake a specific business activity. It may be structured through a separate legal entity or a contractual arrangement, with agreed terms on governance, profit-sharing, and risk allocation.
How are commercial disputes resolved in Malaysia?
Commercial disputes may be resolved through litigation in Malaysian courts or alternative dispute resolution methods such as arbitration and mediation. Arbitration is commonly used for cross-border transactions due to its flexibility and enforceability.
What is corporate governance and why is it important?
Corporate governance refers to the framework by which companies are directed and controlled. It promotes transparency, accountability, and proper decision-making, which are essential for maintaining investor confidence and ensuring the long-term sustainability of the business.
Why We Stand Out
Quality
Personalized service from a focused team of lawyers, capable of handling complex, high-value transactions. Agile and client-focused, offering premium expertise without the bureaucracy of larger firms.
Experience
Extensive experience engaging with government-linked companies (GLCs), public-listed companies (PLCs), and private corporations across diverse industries.
Strong capability in handling compliance-heavy projects, corporate governance, and large-scale infrastructure or financing transactions.
Global
Active involvement in LAWorld, a non-exclusive international legal network of nearly 70 independent mid-sized law firms across 100 cities worldwide.
This membership gives MRCO clients instant access to vetted foreign counsel, local expertise, and seamless support for cross-border transactions and disputes.
Digital
MRCO operates as a digitally forward firm, utilizing modern cloud tools and cutting-edge hardware and software. Its meeting rooms feature the latest meeting tools to ensure seamless connectivity, reflecting the absolute commitment to legal innovation in Malaysia today.
Sustainable
MRCO is an ESG-driven law firm, embedding sustainability principles into its daily operations and legal advice.
Actively developing ESG clauses across multiple practice areas and guiding clients toward sustainable business practices aligned with global standards.