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Offshore Company Incorporation in Malaysia: A complete Procedure

The process of company incorporation in Malaysia is governed by the Registrar of business, which is called as the Suruhanjaya Syarikat Malaysia SSM or Companies Commission of Malaysia

Types/Kinds of Company Incorporation in Malaysia:

1. Sendirian and Berhad (SDN BHD) – Public and Private Company

There are two types of companies’ incorporation in Malaysia, such as:

Sendirian (SDN )is known as Private Limited Company, and Berhad –BHD, also known as Public Limited Company.

Such companies are limited by shares, in which the:

a. The minimum requirement for company incorporation in Malaysia –

one shareholder as per the Sec 14 of the Companies Act 2016, at least one company director as per Sec 122 of the Companies Act 2016^[1], and a Company Secretary- CS. The main difference between a private and public company of Malaysia is that the former can’t have more than 50 shareholders and its shares are not open to the public than that of the public company.

b. Documents for company incorporation in Malaysia

The documents required are as follows with SSM and which are included in the company formation s follows:

• Section 201 – A statutory declaration by the company directors of not being either bankrupt or convicted under any offence;
• Section 236(3) – a declaration by a person before appointment as Company Secretary), and identity cards/passports of all the directors and the company secretary.
• There can be company incorporation in Malaysia, in the form of company limited by shares or in the unlimited form. That an unlimited company must have the liability of its members as maximum.

2. Partnership or Sole Proprietorship

Here the activities, covered are trade, commerce, profession, activity is done for the profit. Except those mentioned in the given Schedule of the Registration of Businesses Act 1956 -ROBA 1956 and ROBA Rules 1957.

a. Sole proprietorship– If the business is governed by an individual under his or her name, it is a called Sole-proprietorship.

b. Partnership– Here, the business is controlled by the by two or more persons but not exceeding the limit of 20 persons, it is called a Partnership.

3. LLP-Limited Liability Partnership

It is a form of company incorporation in Malaysia which is formed by the professionals such as Lawyers, Chartered Accountants (CA), and Company Secretaries (CS) and they are regulated under the Limited Liability Partnerships Act 2012.

a. The main features of this LLP Act are as follows:

• There is flexibility in terms of formation,
• A clause of maintenance and termination added
• Legal protection of limited liability to its partners and
• It acquires the legal status of a body corporate, which is capable of suing and being sued.

Eligibility Condition to Incorporate- Sdn and Bhd company ( Public & Private Company)

1. Minimum number of members

Three should be at least a minimum of 1 director and 1 shareholder to register a company in Malaysia.

2. Here the director and shareholder can be registered as the same person. The following conditions to be met by him are as follows:

• He must be 18 years old and above
• The person must be residing in Malaysia
• He should not be disqualified under the Companies Act, 2016 u/s 198.

Essential documents required to- Company Incorporation in Malaysia

For the company incorporation in Malaysia, these are the documents required for the registration as a company in Malaysia:

1. A Proposed company name
2. A complete list of the business nature and description
3. A complete and registered address of the business
4. A list of the directors and its information
5. Minimum paid-up capital required

Procedure – Company Incorporation in Malaysia

MyCoID portal- Do Account Registration

To do company incorporation in Malaysia, one has to register an account on the MyCoID portal as an individual member.

At SSM counter- Account Activation

Once registering the account at MyCoID portal, the individual will receive the email, which specifies the instructions for your registration at the nearest -SSM Counter.

Login Credentials

Once your account has been activated at SSM, there will be an email for the login on the MyCoid portal.

Company Name Search- Proposed Name

To proceed with the company incorporation in Malaysia, one must check the proposed name at the MyCoid. The person will get the requisite names which are taken, reserved by people and prohibited words.

Suffix of Company

To register as SDN –BHD (private and public company), the following words must be put at the end in the name search:

• Purpose: N – New Incorporation
• Type: S – Limited by Shares
• Company Subtype: SDN and BHD.

Checking of Proposed Company Name in the Super Form

If the proposed name contains the names of states, controlled words, or trademark, the authorization letter from the respective owner or authority has to be attached.

Business code

After completing the naming procedure, choose a business code which is suitable for your business and provide a description of it. The description has to be filled and provide with the details of the address of the business.

Directors and shareholder details

The person is automatically covered/ listed as the director or shareholder of the company.

Submission of Application

After completing the application’s details for the company incorporation in Malaysia, submit the application for the registration.

Incorporation Fees

The individual must pay the incorporation fee of RM1,010, which includes tax and get a transaction receipt.

Incorporation Certificate

The notice of registration will be received through email within one business day, if the company has been approved by the SSM. It will be notified through email.

Conclusion

It can be concluded that the company incorporation in Malaysia, is quite straightforward. The procedure is simple and requires a list of documents which needs to be submitted. There are four types of structures which can be utilized. Every kind of business registration has to be done with the SSM of Malaysia. The incorporation procedure has been laid down at MyCoid Portal.

Read our article:Private Limited Company Incorporation in India