Incorporation of a company limited by shares and unlimited company
Steps in incorporating a company
- Name registration
- Once applied name is successful, to lodge incorporation documents within 3 months from the approval date of company’s name
- Incorporation documents include:
- Memorandum and Article of Association
- Form 48A as the statutory declaration by a director or promoter before appointment
- Form 6 as the declaration of compliance
- Original copy of Form 13A
- Letter from SSM approving the name of the company
- Copy of NRIC of each director and company secretary
- Registration fees need to be paid with the lodgement of the documents
- Certificate of Corporation will be issued by SSM upon compliance with the incorporation procedure and submission of the duly completed Incorporation Documents
Difference between Unlimited Company
The incorporation procedures for unlimited (carry the name “Berhad” or “Bhd”) and limited company (carry the name “Sdn Bhd” or “Sendirian Berhad”) are the same except for the following area:
For an unlimited company, the liability of its members must be stated in the Memorandum of Association as unlimited
Find out more on the Setting Up SDN BHD company Procedure to establish a private limited company in Malaysia with Paul Hype Page & Co. qualified and professional corporate consultants.
Malaysian tax system
Tax rates for companies in Malaysia
Company with paid up capital not more than RM2.5 million
20 percent on the first MYR 500,000 (19 percent from YA 2016)
Subsequent balance = 25% (Yr2015) 24% (Yr2016)
Company with paid up capital more than RM2.5million = 25%
Tax File Registration
Registration of company’s tax file is the responsibility of the individual who managing and operating the company.
Where a company commenced operations; they need to apply for registration of a tax file.
Documents required for registration
The registration forms can be downloaded from the website as follows:
Forms > Select Return Forms > Select Registration > Select All > Click Search
Two copies (2) Form 9 – Certificate Of Registration from CCM (SSM)
Two copies(2) Form 49 – Name and the address of the directors
All the documents must be certified by the company secretary.
Special business licenses
Certain industries in Malaysia require special business license for companies to operate in.
The table summarises the type of business license required:
Types of Licenses Offered
Malaysian government offers business licenses to foreigners, based on the nature of the business to be incorporated in the country. The following chart might help:
|Banking||Central Bank License for Banking, Financing and Leasing|
|Construction||Construction Industrial Development Board and Engineering License|
|Direct Selling||Direct Selling License|
|Distributive Imports & Exports||Wholesale Retail Trade (WRT) License for Trading, Import & Export, Consultancy and Restaurant Business Management|
|Education||Licenses for establishing Schools, Colleges, Universities, Tuition Centers and Language Centers|
|Hotel||For Budget Hotel License and Luxury Hotels|
|ICT||Multi-Super Corridor (MSC) License|
|Media||Publication License for Magazines and Books. Broadcasting License for Music, Singing, TV and Radio|
|Tourism||Inbound, Outbound, Ticketing License|
|Transport||Car Rental and Vehicle Leasing License.|
Other Types of Licenses
Approval of licenses for business incorporation in Malaysia is subjective in nature. It is contingent on the degree of participation of Malaysian residents and nationals in the company at the Directorship, Shareholder or other paid-up capital contributors’ level.
One of the most common trade licenses required by foreigners in Malaysia is the Wholesale, Retail Trade (WRT) License. The license applies to non-resident companies with 100% foreign ownership seeking permission to engage in retail, restaurant, trading, franchise, import, and exporting and consultancy activities.
Other types of business licenses in Malaysia include those issued by the Malaysian Local Town Councils, e.g. the MPAJ, the DKBL and the Fire Brigade Departments. For foreigners looking to set up retail stores and restaurants in Malaysia, such local council licenses are required.
Depending on the type of license applied for, the approval time ranges from 1 month to 6 months. In most of the cases, the concerned ministry or government department conducts a thorough inspection of all documents, records and the premises of the building. Once satisfied, the ministry shall issue the relevant license.