Issues Foreigners Will Face When Registering a Malaysia Company
Starting a business in Malaysia is an exciting prospect. However, foreigners need to know fully what they are getting into. Despite its ease of incorporation, there are a few common problems which a foreigner may be likely to encounter. Some examples of these problems include:
- Difficulty opening a bank account as an expat.
- Confusion with the 100% foreign ownership application. Foreigners can own 100% of the Sdn Bhd Company, but there are certain restrictions regarding the permissible business setup.
- Difficulty applying for work permit under their new company. There are several visa options available, depending on the circumstances.
Types of Companies in Malaysia
Under the Malaysia Companies Act 2016, there are several types of Malaysian companies you can choose from:
- Sendirian Berhad (Sdn Bhd) companies (Private Limited)
A Sdn Bhd in Malaysia is considered a legal entity, and its liability is limited by shares. This is incorporated as a private company. When the business registers is name, the words Sdn Bhd will appear together with the company’s name at the end. This is the most common business entity form in Malaysia. Its popularity among local Malaysians and foreigners being since it is considered a separate legal entity from its shareholders.
- Berhad (Bhd) companies (Public Limited)
A Berhad company in Malaysia has the option of offering its shares to the public. This business entity is usually governed and listed by the Securities Commission of Malaysia. Large businesses tend to prefer this business entity model when operating in Malaysia.
- Limited Liability Partnership (LLP)
An LLP entity in Malaysia is a combination of both a private limited and a partnership company. LLP’s are a corporate body, and a separate legal entity from its partners. Some businesses prefer this model because of the perpetual succession option. With fewer compliance requirements, an LLP is an affordable business model.
This entity has a similar concept to the sole proprietorship business entity. The key difference here is that a partnership entity involves more than one owner.
This is among the simplest and cheapest business model entity options in Malaysia. This entity consists of only one owner. The owner only needs to pay an annual fee to the Companies Commission of Malaysia every year for the business renewal. This entity also does not need to submit audits or conduct annual filings.
- Company Limited by Guarantee
A common entity preferred by non-profit organisations (foundations, charities etc). With this business entity, the liability of its members is limited to the amount which the members have undertaken or guaranteed to contribute.
This entity option is the equivalent of a foreign branch office in Malaysia. It is usually registered as an extension of the parent company, and therefore, it is not considered a separate legal entity.
The Company Registration Process and Compliance
To incorporate your company in Malaysia, you will need to fulfil the following requirements:
- Have a minimum of one subscriber to the shares of the company
- Have a minimum of one director (who is at least 18-years of age)
- Have a company secretary (locally resident in Malaysia)
To incorporate a Sdn Bhd company in Malaysia, you will need to complete the following procedure:
- File the application for your company name search and submit the completed form to SSM. You will need to pay the applicable RM30 fee for each name applied.
- Lodge the following incorporation documents with SSM:
- An original constitution (formerly known as Memorandum and Articles of Association).
- Each constitution must be stamped and affixed at the Inland Revenue Board’s stamp office
- Form 48A, which is a statutory declaration by the director or shareholder of the company
- Original copy of Form 13A
- Copy of the letter from SSM which confirms your company name is approved.
- A copy of the identity card for each director, shareholder and company secretary.
Under the new Companies Act 2016, the flat registration fee which needs to be paid to SSM for each incorporation application is RM1,000. Once you have complied with SSM’s incorporation procedures, submit the duly completed incorporation documents. You will be issued with a notice of registration (this was formerly known as a Certificate of Incorporation).
How Foreigners Can Register a Company in Malaysia
The Companies Act 1965 defines a foreign company in Malaysia as a company, corporation, association or other body which is incorporated outside Malaysia. A foreigner can register their company in either one of two ways:
- Incorporate a local company with the SSM
- Register a foreign company in Malaysia with the SSM
The registration documents required to be lodged with SSM
- A certified copy of the certificate of incorporation or
- A certified copy of the registration of the foreign company
- A certified copy of the foreign company’s charter
- A certified copy of the foreign company’s Memorandum and Articles of Association or other documents defining its constitution
- Form 79 which provides the details of the directors or change of details
- Form 80, which provides the statutory declaration by the agent of the foreign company
- Original copy of Form 13A
- A copy of the company name approval from SSM
- Memorandum of appointment or power of attorney. This authorises the person (s) residing in Malaysia, to accept any notices required to be served on behalf of the foreign company.
- Any documents in a language other than Malay or English must have a certified translated copy. This copy can either be in Malay or English.
Who Is the Companies Commission of Malaysia?
The local abbreviation for them is the SSM (Suruhanjaya Syarikat Malaysia). The SSM was established in Malaysia on 16 April 2002. The SSM is the governing agency responsible for incorporating companies and registering businesses in Malaysia.
Based on the Companies Act 2016, a Sdn Bhd company in Malaysia can be incorporated with a minimum paid-up capital of RM1.
The Director and Shareholder Requirements
Every company in Malaysia needs at least 1 director. This director must be at least 18-years old and be residing in Malaysia. To be eligible, this individual must not have been previously convicted or imprisoned for the past 5-years. They must also not be declared bankrupt. In Malaysia, the director of a company must be a natural person and their main or only place of residence should be in Malaysia.
As for the shareholder requirements, every company in Malaysia needs at least 1 shareholder. This individual must also be 18-years of age to serve as a shareholder for the company.
Company Secretary Requirements in Malaysia
Companies in Malaysia must have at least one Company Secretary. This individual must be a member of one of the prescribed professional bodies or licensed by the SSM.
A Registered Office for Your Business
Every business in Malaysia must have a registered office. This is where all formal communication and notices will be addressed to. In Malaysia, you can use the secretarial office as the registered office of the company.
Other Key Factors on Registering a Company in Malaysia
Active companies in Malaysia must prepare its accounts to be audited by approved by auditors in Malaysia. This will take place every year. It is the company’s responsibility to appoint one or more auditors. These individuals must be approved auditors in Malaysia.
The audited accounts of the company will be distributed to all the shareholders of the company. This should happen within 6-months from the date of financial year end. These audited accounts will then need to be lodged with the SSM within 30 days from the date they were distributed to the shareholders.
Businesses in Malaysia will also require some form of trade license before they can commence business operations.
This would depend on the nature of your business. Every company will also be required to file their annual returns and income tax statements within 30 days from the date of incorporation. The annual return should be a general snapshot of information about the company’s directors, secretary, registered office, principle business activities, shareholders, share capital and so on.
Exemption from Audit
Under the Companies Act 2016, certain categories of private companies are exempted from auditing their accounts. This falls under Section 267(2) and is applicable to certain categories of companies. Examples of exempted companies include:
- Dormant companies
- Zero-revenue companies
- Small companies whose revenue does not exceed RM300,000
- A threshold-qualified company if it fulfils the criteria below:
- Revenue of no more than RM100,000 during current financial year
- No more than 5 employees at the end of current financial year
- Total assets not exceeding RM300,000 (past 2 immediate financial years)
A company seeking audit exemption must lodge a full set of unaudited financial statements. These must be accompanied by a statement that the company does qualify for exemption. The exemption application must be lodged with SSM.
Company Secretary Requirements
A Company Secretary is a legal requirement under the Companies Act 1965. To be eligible, this person:
- Must be at least 18 years of age
- Must not be bankrupt
- Be a chartered accountant registered with the Malaysia Institute of Accountants (MIA); or
- Be a chartered secretary registered with the Malaysian Institute of Chartered Secretaries and Administrators (MAICSA): or
- Be licensed with the Companies Commission of Malaysia; or
- Be a lawyer registered with the Malaysia Bar
Paul Hype Page can assist you with ALL the requirements above.
A Company Secretary has a heavy role to play in the company. They are important people because they are the intermediaries between government departments and foreigner business owners. Within a company, they hold a position of power.
The responsibilities of a Company Secretary include the following:
- Assisting with the incorporation process
- Be present at annual general meetings
- Ability to conduct both board and general meetings
- Sit in as a member of the secretarial or managerial departments
- Maintain minutes of meeting
- Assisting directors when needed to ensure efficiency
- Advising directors to ensure compliance requirements are met
- Maintaining statutory books
Funding Your Business
Funding is a major source of concern for investors. Is it better to use your own capital, financing your business entirely using your own funds? Or find other sources of funding (borrowing, loans, etc)? The truth is, if you can rely on your own funding to get your company started, that is always the better option. It is always best to avoid getting into debt, especially with a new company.
However, if you do need to find other options of funding, you can consider the following possibilities:
- Family and friends who are willing to give you a loan
- Getting investors for your business
- Applying for small business bank loans (SME Bank, MIDF, GTFS)
- Government grants (SMIDEC, CIP,MDeC, EIF)
Why Choose Paul Hype Page
There are several reasons why entrepreneurs worldwide continue to choose Paul Hype Page for their company incorporation needs. We are consistently number one in all matters related to company incorporation in both Singapore and Malaysia.
We are industry recognised and we provide all-in-one business solutions, so that everything you need is well taken care of. As an ACRA-certified business adviser, our team of seasoned professionals can help you set up a company in Malaysia very quickly and easily, and offer you sound advice on how to make it successful too.
In Malaysia, the scope of service we provide includes:
- Name check and reservation
- Preparation of your company’s registration forms
- Preparation of original constitution
- Preparation of other incorporation documents
- Notice of registration
- Preparation of your compliance corporate kit (corporate seal, share certificates, minutes book etc)
- Opening of your corporate bank account