Guide To Set Up A Local Company In Malaysia
Types of Companies in Malaysia
There two types of companies in Malaysia
- An unlimited company. Here the liability of the members is unlimited. Their capacity is not limited by shares.
- A company limited by shares.
It is a company that has a share capital and may also be incorporated as a private company. In case of incorporation as a private company the words Sendirian Berhad (Sdn Bhd) will appear with the company’s name. In case of a public company the words Berhad (Bhd) will appear with the company’s name.
1. Application for Name Search
It is essential to conduct a name search so as to determine whether the proposed name is appropriate for use and whether it is available. The name chosen should be desirable and should not be the similar to any existing one. The name should not contravene the national act or symbols.
This process involves completion and submission of form 13A CA, requesting for availability of name to SSM and payment of RM30 fee for each name applied.
On approval by SSM the name is reserved for a period of three months from the date of approval.
2. Submission of Incorporation Documents
a) Memorandum and articles of Association
The original copy of the Memorandum and Articles of Association shall each be stamped at RM100.This is stamp duty as fixed by the Inland Revenue Board’s stamp office.
In the Memorandum and Articles of Association the first directors and secretaries should be named. Also the subscribers to the shares shall sign a Memorandum and the articles of association in front of a witness.
Incorporation of private company has some statutory requirements. The articles of association should contain the following.
- Restriction on the right to transfer the company’s shares.
- Limitation on the number of members. Maximum is fifty.
- Restriction on inviting public to subscribe to its shares.
- Restriction on inviting public to deposit money with the company.
b) Form 48A Statutory Declaration by a director/promoter before appointment
The director or promoter should declare under an oath that, he/she is not bankrupt and has not been convicted and imprisoned for any prescribed offences.
c) Form 6 -Declaration of Compliance
It is a declaration that states all the requirements of the CA have been complied with. This form ought to be signed by the company secretary named in the Memorandum and Articles of association as the sole handler of registration.
d) Additional Documents
For incorporation, one also requires original copy of form 13A, a copy from SSM approving the name of the company, and a copy of the identity card of each director and company secretary.
- Original copy of Form 13A.
- A copy of the letter from SSM approving the name of the company.
- A copy of the identity card of each director and company secretary.
3. Payment of Registration fees
Each application for the incorporation of a company shall be accompanied with payment. This payment is based on the amount of share capital as per the schedule following:
|AUTHORISED 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|
4. Issuance of Certificate of Incorporation
Upon compliance with the incorporation statutes and procedures, SSM will issue a certificate of incorporation. Payments should be made duly and also documents submitted as required.