Company Registration in Malaysia
No limit for registered capital
No requirement for local partnership
Complete foreign ownership allowed
Joint venture registration is allowed
Malaysia market entry strategy
Company registration in Malaysia is quite simple and easy process. One can establish the company in Malaysia with 100% foreign ownership and it is known as Sendirian Berhad. Although, if one wants to hold 100% foreign ownership, then the company can only work in specific industries mentioned by the government.
Mentioned Below are preferred industries to start a business
- Petroleum, Oil, and Gas
- Banking and Finance
- Tourism Outbound and Ticketing
A foreign company can carry business in Malaysia by either
- merging with a local company under Companies Commission of Malaysia (SSM)
- register the foreign company in Malaysia with SSM
Benefits of a Company Registration in Malaysia as compared to other countries
- Low Start-up Costs
- Low rental rates
- Low Wages i.e. average wages are $2.31 USD per hour.
- If any dividend is paid outside of Malaysia than there will be No Withholding Taxes.
- No restrictions on Malaysian corporations upon repatriation of capital, profits, dividends, and royalties.
- Strong incentives and subsidies are given to encourage the business formation and capital investment.
Type of Business Entity in Malaysia
According to the Malaysian Companies Act, there are two types of Companies that can be incorporated in Malaysia.
- A company limited by shares
- An unlimited company
Company Limited By Shares
A company having the limited share capital can be incorporated as the private company or public company. For private company words ‘SendirianBerhad’ or ‘Sdn. Bhd.’ or in the case of public company ‘Berhad’ or ‘Bhd’ words should be mentioned with the company’s name.
For an unlimited company, members will have unlimited liability. It can also be incorporated as a private and public company. The liability of its member will mention in the Memorandum of Association.
Basic Requirement for Company Registration in Malaysia
- A minimum of two subscribers and directors
- A company secretary who will be either a member of a professional body prescribed by the Minister of Domestic Trade Cooperative and Consumerism; or has been given license by the government to encourage the Companies Commission of Malaysia (SSM)
- The proposed director and company secretary in a Malaysian company shall have their principal or only place of residence within Malaysia.
Steps of Company Registration in Malaysia
1. Select an appropriate name for the company and then check its availability. To check the availability of company name one needs to refer to Government Gazette, which gives the guidelines regarding the name and application of a company name.
The steps involved in filing a name availability application are:
- Select a proposed name and then file the name application form. If the proposed name is available then SSM will approve the same. From the date of approval, the name shall be reserved for three months.
- Within 3 months from the date of approval of the company’s name all the incorporation documents need to be filed with SSM, failing which will require to submit a fresh application to SSM.
2. Memorandum and Article of Association i.e. MoA and AoA, need to be submitted with SSM. Inland Revenue Board will affix the stamp. The name and details of directors and secretaries shall be mentioned in the MoA & AoA. The subscribers of the company’s share shall also sign the MoA & AoA in the presence of a witness.
For the private company, AoA shall contain the following conditions:
- Restriction on the right to transfer the company’s shares
- Limit on having the maximum number of members
- Restriction on inviting the public to subscribe the shares/debentures of the company
- Prohibition on the public invitation to deposit money with the company.
3. A statutory declaration should be given by the director or promoter that he/she is not bankrupt and he/she has not been convicted and imprisoned for any offences.
4. Company secretary should sign the Declaration of Compliance stating that all the requirements of Companies Act have been complied with.
5. Other documents which include a copy of the letter from SSM approving the name of the company and a copy of the identity proof of each proposed director and company secretary need to be submitted.
Certificate of Incorporation
After the compliance with the incorporation procedure and submission of the duly completed Incorporation Documents with the prescribed fee, a Certificate of Corporation will be issued by SSM.
The company shall get the required license/permit/approval from the concerned authority before starting the business activity mentioned in MoA.
Note: All the documents need to be either in Malay or English Language
For any further help at any stage of company registration in Malaysia, one can contact Impanix.