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Registration Of A Company In Malaysia

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Malaysia is one of the best places to start a business, most notably on a large scale. It is known to be one of the most developed countries in the world and also the base of several world-class brands. If you want to make a business plan with a perfect amount of investment, Malaysia is the best country to choose from. The registration company in Malaysia is not complicated at all. You just need to follow the simple guides provided here for you.

Guide to the registration of a company in Malaysia

In setting up your corporation or opening company in Malaysia, there are certain requirements you must adhere to during the registration. You are strongly urged to engage professionals who can help you out with the process.

Types of Incorporated Companies

 

  • Company Limited by Shares

 

Companies with equity or share capitals can be incorporated as either private companies or public companies. Private companies in Malaysia are identified by the words ‘Sendirian Berhad’ or ‘Sdn. Bhd, ’ which appears with the company’s name. A public company is also identified by the word ‘Berhad’ or ‘Bhd,’ which appears with the company’s name.

Requirements for Formation of Company in Malaysia

  • There must be a minimum of one subscriber to the company’s shares (Section 14, CA).
  • There must be a minimum of one director (Section 122).
  • There must be a company secretary who should either be a person who is a member of a professional body assigned by the Minister of Domestic Trade or a person licensed by the Companies Commission of Malaysia
  • The director and the company secretary must have their main or only residence in Malaysia.

Procedures Required for Incorporation 

After taking proper notes of the requirements, here are the certain procedures for registration of companies

 

  • Apply for company’s name search

 

This is very important. A name search should be conducted to determine if the proposed name of the company is already in use in Malaysia or open for a company in Malaysia.

The steps involved in the name’s search are as follow:

  • Completion and submission of Form 13A CA (Request for Availability of Name) to SSM.
  • Payment of RM30.00 charge for each company’s name applied for in Malaysia Company Registration.

 

If SSM approves the proposed company’s name, it shall be reserved from the date of approval for three months.

 

  • Collection of Incorporation documents for Malaysia Company Registration

 

Certain incorporation documents must be submitted within three months from the date of the company’s name approval to SSM. Failure to do so will lead to a new application for a name search, with the repetition of steps involved.

Incorporation documents

 

  • Constitution 

 

This was initially known as Memorandum and Article of Association. An original copy of this document shall be stamped each at RM100.00. Stamps are attached at the stamp office of the Inland Revenue Board. 

  • Directors and secretaries’ names shall be included in the constitution.
  • Shareholders of the company shall append signatures on the constitution in the presence of the witness.
  • Table A of the Fourth Schedule in the CA can be embraced as the company’s constitution.

For incorporation of a private company, the constitution shall entail the followings:

  • Restriction on the right to convey the shares of the company.
  • Limitation on the number of members; which mustn’t be more than fifty
  • Any invitation of the public to subscribe to the shares or debentures is prohibited
  • Public invitation to deposit money with the company is disallowed.

 

  • Form 48A

 

This is a statutory declaration by the director or promoter before an appointment. The director or promoter proclaims under the oath that:

  • He or she is not bankrupt.
  • He or she has never been convicted or imprisoned for any stipulated offense.

 

  • Form 6

 

This is the declaration of compliance. It states that every requirement of the CA has been adhered to. The secretary who handles the SDN BHD company registration services handles this, and he or she is named in the constitution.

 

  • Additional documents  

 

  • Original copy of Form 13A
  • A copy of the letter of approval of the company’s from SSM
  • A copy of the card of identification of each director and secretary of the company

Registration charges

According to the new Companies Act 2016, a flat registration fee of RM1,000 is due to SSM for each application for the incorporation of a company and registration of the company online in Malaysia.

Whereas, under the old Companies Act 1965, every application for the incorporation of a company shall involve payment as per the schedule below:

ACCREDITED SHARE CAPITAL (RM)       FEES (RM)

Up to 400,000                   1,000

400,001 – 500,000                   3,000

500,001 – 1 million                   5,000

1,000,001 – 5 million                   8,000

5,000,001 – 10 million       10,000

10,000,001 – 25 million       20,000

25,000,001 – 50 million       40,000

50,000,001 – 100 million                   50,000

100,000,001 and above       70,000

Notice of registration

SSM will provide notice of registration, which is initially known as Certificate of Incorporation. This is based on compliance with procedures of the incorporation and submission of the properly completed Incorporation Documents.

 

  • Unlimited Company

 

For an unlimited company, the procedures and incorporation Documents are the same as those of the company limited by shares. The only variance between them is that for an unlimited company, the liability of its members must be stated in the constitution as unlimited.

Guidelines to foreign company registration in Malaysia

There are two ways a foreign company can perform business registration in Malaysia. These are:

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

Procedures Required for a foreign company Registration 

 

  • File Application of Company’s Name Search

 

It is crucial to conduct a name search to determine whether the proposed company’s name is available for registration. 

The steps involved in the name’s search are as follow:

  • Completion and submission of Form 13A of the CA (Request for Availability of Name) to SSM.
  • Payment of an RM30.00 charge for every name applied.

The name required to be used for the registration of the foreign company must be the same as registered in its country of origin. If SSM approves the proposed company’s name, it shall be reserved from the date of approval for three months.

 

  • Collection of Registration Documents for Malaysia Company Registration

 

The necessary registration documents must be submitted to SSM within 3 months from the date SSM approved the company’s name. If you fail to do so, a new application for a name search shall be required, and the steps involved shall have to be repeated.

Registration Documents

  1. A certified copy of the certificate of incorporation or registration of the foreign company.
  2. A certified copy of the foreign company’s charter, statute, or constitution.
  3. Form 79 (Return by Foreign Company Giving Particulars of Directors and Changes of Particulars).
  4. A memorandum of appointment or power of attorney authorizing the person (s) residing in Malaysia, to accept on behalf of the foreign company any notices, warnings, or announcements required to be served on such foreign company. This document is only required if the list includes directors living in Malaysia that are members of the local board of directors of the foreign company.
  5. Form 80 (Statutory Declaration by Agent of Foreign Company).
  6. Additional documents
  • The original copy of Form 13A
  • A copy of the letter from SSM approving the name of the foreign company.

Registration Fees

Registration charges shall be according to the payment schedule below:

NOMINAL SHARE CAPITAL (RM EQUIVALENT) FEES (RM)

Up to 1,000,000 5,000

1,000,001 – 10,000,000 20,000

10,000,001 – 50,000,000             40,000

50,000,001 – 100,000,000             60,000

100,000,001 and above 70,000

In the first place, the nominal share capital of the foreign company should be converted to the Malaysian currency (Ringgit Malaysia) at the current rate; for the determination of the value of registration charges.

In certain cases, a foreign company does not allocate any share capital; a flat rate of RM 1,000.00 must be paid to SSM.

Completion and Certificate of Registration

A certificate of registration will be supplied by SSM based on compliance with the procedures of registration and submission of properly completed Registration Documents. Once 3E gets the certificate of registration from SSM, the company will be instantly informed. Company Search can then be performed. You will be reminded by 3E to file your Company Tax when the deadline is due.

 

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