Company Registration in Malaysia

To register a foreign company in Malaysia is quite simple. You can register a company in Malaysia with 100% foreign ownership. This is called a Sdn Bhd. Although, in order to hold 100% foreign ownership, the company must be in specific industries as dictated by the government.

The industries in which the Malaysian government is trying to encourage foreign investment are allowed to have complete foreign ownership.

Most preferred industry in China to start and manage a business in Malaysia?

• Education
• Petroleum, Oil, and Gas
• Banking and Finance
• Tourism Outbound and Ticketing
• Agriculture

A foreign company may carry on business in Malaysia by either

• Incorporating a local company with the Companies Commission of Malaysia (SSM); or
• Registering the foreign company in Malaysia with SSM.

Type of Company registration in Malaysia

As per the Malaysian Companies Act, there are two types of Companies that can be incorporated locally in Malaysia.

• A company limited by shares
• An unlimited company

Company Limited By Shares

A company having a share capital may be incorporated either as a private company, identified through the words ‘SendirianBerhad’ or ‘Sdn. Bhd.’ appearing together with the company’s name, or as a public company ‘Berhad’ or ‘Bhd’ appearing together with the company’s name.

Unlimited Company

An unlimited company can also be incorporated either as a private company or as a public company. For an unlimited company, the liability of its members must be stated in the Memorandum of Association as unlimited.

Minimum Requirement for company registration in Malaysia

• A minimum of two subscribers
• A minimum of two directors; and
• A company secretary who can be either :
• An individual who is a member of a professional body prescribed by the Minister  of Domestic Trade Cooperative and Consumerism; or
• An individual who has been given license by the Companies Commission of Malaysia (SSM)

The proposed director and company secretary in a Malaysian company shall have their principal or only place or residence within Malaysia.

Malaysian Office Address and Local Agent

Every company in Malaysia must have a local office address and local registered agent. The registered office is the place where all formal communications and notices must be addressed. In Malaysia, it is very common to have the secretarial office as its registered office.

The company can have a different office address located anywhere in the world.

Malaysian Taxes

Every company after incorporation must register itself for the Goods and Services Tax (GST) if they meet certain requirements.  Companies do not need to register for the GST if their annual turnover exceeds RM500,000.

What are Benefits of a company registration in Malaysia?

• Start-up costs are very low compared to Singapore and other Asian countries.
• Rental Rates are also lower than Singapore (and other Asian countries)
• Lower Wages as the average wages are $2.31 USD per hour which is far less when compared with other countries.
• Malaysia has 68 double taxation treaties with other countries, hence there is no Double Taxation on income generated in Malaysia.
• There are no Withholding Taxes on dividends paid outside of Malaysia.
• There are no restrictions on Malaysian corporations upon repatriation of capital, profits, dividends, and royalties.
• The government of Malaysia has given strong incentives and subsidies to encourage business formation and capital investment.

What is Procedure for Company registration in Malaysia?

Incorporation process of Malaysian Company is very much similar to that of Indian Company incorporation.

Stepwise incorporation procedure:

1. Name Search

A name search to check the availability of the proposed name is conducted. To check the availability of name of the proposed company, one needs to Refer to Government Gazette, which provides Guidelines For Naming A Company and Guidelines For Application Of A Company Name.

The steps involved in filing a name availability application are:

(i) File the Name application form 13A CA (Request for Availability Of Name) with the proposed name to SSM; and
(ii) Make payment of prescribed fee for each name applied.

The SSM will check and process the application, and if the filed proposed name is available the same is approved by SSM. The name approved shall be reserved for three months from the date of approval.

Filing of Incorporation Documents with SSM

The company Incorporation Documents needs to be submitted to SSM within 3 months from the date of approval of the company’s name, failure of which a fresh application for a name search will be required to be submitted to SSM.

Incorporation Documents to be filed with SSM

1. Memorandum and Article of Association

The original, duly stamped copy of Article of Association and Memorandum of association needs to be submitted with SSM. Stamps are affixed at the Inland Revenue Board’s stamp office.

The name of first directors and secretaries shall be mentioned in the Memorandum and Article of Association.
The subscribers to the company’s shares shall sign the Memorandum and Articles of Association of the company in front of a witness.

Table A of the Fourth Schedule of the CA can be adopted as the Article of Association of the company.

The articles of association of a private company shall contain the following stipulations:

(i) Restriction on the right to transfer the company’s shares;
(ii) Limitation on the number of members to not exceed the prescribed limit;
(iii) Prohibition to any invitation to the public to subscribe the shares/debentures of the company; and
(iv) Prohibition on the public invitation to deposit money with the company.

2. Statuary Declaration By A Director Or Promoter Before Appointment

The director or promoter shall give a declaration under oath, in the prescribed form, that:
He/She is not a bankrupt; and
He/She has not been convicted and imprisoned for any prescribed offenses.

3. Declaration of Compliance

It is a declaration stating that all the requirements of the Companies Act have been complied with. This declaration needs to be signed by the company secretary handling the registration process and who is named in the Memorandum and Articles of Association.

4. Additional Documents:

Along with the abovementioned documents you need to submit following documents in addition.
Original copy of name application Form 13A.
A copy of the letter from SSM approving the name of the company.
A copy of the identity proof of each proposed director and company secretary.

Certificate of Incorporation

Upon compliance with the incorporation procedures and submission of the duly completed Incorporation Documents with prescribed fee, a Certificate of Incorporation is issued by SSM.
After the incorporation, the company shall obtain the required license/permit/approval from the relevant authorities before starting to carry on any business outlined in the Memorandum of Association.

How to register a foreign company in Malaysia?

Foreign company under the Companies Act 1965 (CA 65) is defined as:
(a) a company, corporation, society, association or other body incorporated outside Malaysia; or
(b) an unincorporated society association, or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose and which does not have its head office or principal place of business in Malaysia.

If any of the required registration documents are in languages other than Malay or English, a certified translation of such documents in Malay or English shall be required to be submitted.