Running a company in Malaysia often raises a question that sounds simple but isn’t: who is actually allowed to put their name on a company document. Approval, signing authority, and the form a document must take are three separate questions, and all three have to be satisfied at once, not just the question of whether the signer’s name appears on the list of directors.
Before You Sign: Approval, Authority, and Form Are Separate Questions
The same transaction can involve three different things: who inside the company approves it, who is authorized to sign on the company’s behalf, and what form the document itself must take. All three have to line up. It is not enough to check whether the person signing happens to be a director.
For example, a loan may need board approval, while the bank separately requires a specific designated signatory, and a charge or other document may carry its own execution requirements. Shareholders consenting to a transaction does not by itself mean any individual can sign for the company directly.
When Section 66 Applies, It Specifies Who Signs
Under Section 66 of the Companies Act, when a document is executed by signature, it generally needs to be signed by at least two authorized officers, one of whom must be a director.
The authorized officers covered by that section include directors, the company secretary, or anyone approved by the board. If a company has only one director, that sole director may sign in the presence of a witness, who then also signs as witness to the signing.
A sole director is not the same thing as “only one director happened to be available that day.” If a company has multiple directors, a document cannot be treated as a sole-director company’s document simply because the other directors are overseas at the time. If the company seal is used, or the document is executed as a deed, the relevant separate requirements need to be checked too.
Not Every Everyday Contract Needs Two Signatures Under Section 66
A company can enter into an ordinary contract through a person who has been properly authorized, and that person does not have to be a director. Section 66’s signing method for execution of documents should not be read as requiring two signatures on every quotation, purchase order, or service contract.
That said, internal approval, the scope of that authorization, any statutory approval requirements, and the documentation the other party is prepared to accept still need to be confirmed. Transactions involving significant assets, conflicts of interest, or certain specified transaction types may separately require shareholder approval.
Bank Mandates Follow Whatever the Bank Has on File
| Permission | What can be set up separately |
|---|---|
| View | Who can see statements, balances, and transaction history |
| Submit | Who can add payees or prepare payments |
| Approve | Who gives final release of funds, and whether dual approval is required |
| Limits | Caps on single transactions, daily totals, and specific transaction types |
| Change | Who can modify permissions, and how access is revoked after someone leaves |
Passing an internal resolution is not the end of the process. The bank’s own update to its records still has to be completed, and authority should not be assumed to change the moment the internal decision is made. Sharing an online banking password between people is also not a substitute for a proper mandate.
Check What Each Signature Actually Commits You To
A loan document can combine a company borrowing, a director’s confirmation, and a personal guarantee all in one package. Look at what each signature block represents and what liability it creates, rather than assuming the whole document is signed only on the company’s behalf.
When someone is signing from overseas, it is also worth confirming in advance whether witnessing, notarization, or electronic signature is acceptable for that particular document, so the issue doesn’t surface for the first time right before closing.
Common Misunderstandings
“I’m a director, so I can sign any company document myself.”
Approval for the transaction, signing authority, and the required form of the document all need to be checked together.
“Every document needs two directors’ signatures.”
Section 66 does not require this for every everyday contract, and authorized officers are not limited to directors.
What to Do Next
Before an important transaction, ask the company secretary or a lawyer to confirm the approval process and execution method, and check bank documents separately with the bank handling the account. When a director or signatory changes, update signing authority and system permissions at the same time.
FAQ
Q1: My company only has one director. How can documents be signed?
When executing by signature under Section 66, the sole director may sign in the presence of a witness, and the witness also signs to attest to the signing.
Q2: Can someone who isn’t a director sign on the company’s behalf?
Possibly, with proper authorization, but the statutory form required for that particular transaction and document still needs to be checked.
Q3: If a director resigns, does their bank access cancel automatically?
It should not be assumed to update automatically. It needs to be revoked or changed through the bank’s own process.
Disclaimer
This article is based on information available as of October 8, 2026, and is provided for general information only. It does not constitute legal, tax, financial, or immigration advice. Director liability, the validity of documents, and eligibility for any permit depend on the specific facts and the applicable law.
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Sources
SSM — Companies Act 2016 (Act 777), including Sections 66, 196, 213–218, 245–259 and others: https://www.ssm.com.my/Pages/Legal_Framework/Document/Companies%20Act%202016_Akta%20777_BI%20%281.8.2022%29.pdf
SSM — Companies Act 2016 (read together with amending legislation): https://www.ssm.com.my/Pages/Legal_Framework/Companies-Act-2016.aspx
HSBC Malaysia — Onboarding Requirements for Local and Foreign Companies: https://www.business.hsbc.com.my/-/media/media/malaysia/pdfs/common/onboarding-guide-local-and-foreign-company.pdf
