What’s in this article
- What is a Subsidiary Company?
- Advantages of Setting Up a Subsidiary Company in Malaysia
- Disadvantages of Setting Up a Subsidiary Company in Malaysia
- Documents Required to Set Up a Subsidiary in Malaysia
- Steps to Register for a Subsidiary in Malaysia
- Taxation for Subsidiaries in Malaysia
- Differences between a Subsidiary and a Branch
- READY TO KICKSTART YOUR FOREIGN COMPANY REGISTRATION IN MALAYSIA?
- FAQs
Malaysia has established herself as one of the top destinations for foreign investments. In that vein, there are many foreign companies who have started their operations in Malaysia through setting up a subsidiary.
As enacted in Company Act 2016, a foreign Company in Malaysia is defined as:
On the other hand, a local company is:
What is a Subsidiary Company?
A subsidiary is a separate legal entity from its parent company. In other words, a subsidiary company is legally liable to its own debt and liabilities without affecting their parent company.
This business entity is also suitable for those who wish to expand their business from their home country to Malaysia as it can be 100% owned by a foreigner as long as he has a legitimate residential address in Malaysia.
Here are more characteristics of a subsidiary company:
Advantages of Setting Up a Subsidiary Company in Malaysia
Foreign investors normally opt for a subsidiary company because of the following reasons:
Separate legal entity
As mentioned earlier, the subsidiary company is considered as a “legal person” and is separated from its parent or holding company. This means that the assets and debts are different from each entity. A subsidiary company is also allowed to operate a business that differs from the holding or parent company.
Unrelated management team
A subsidiary Company is able to form its own management team which is not related to its Holding/ Parent Company. Normally, a team of local officers are formed in order to abide with the country’s local culture and regulation. The daily decision making will be done by the internal management team without the need to request for approval from Holding/ Parent Company.
However, if such decision may impact the subsidiary Company as a whole, then the Board of Directors may need to prepare a proposal and present it to the representative of their Holding/ Parent Company.
Diverse branding and identities
Incorporating a subsidiary is a good choice for foreign investors who wish to expand and diversify their business without jeopardising the initial business nature carried out by the Holding/ Parent Company. Hence, big brands from clothing Companies commonly use this type of business structure to diversify their business entities.
Example: GAP and GAP Kids.
Disadvantages of Setting Up a Subsidiary Company in Malaysia
However, there are also some disadvantages that come with incorporating a subsidiary Company. Some of them are:
Documents Required to Set Up a Subsidiary in Malaysia
A subsidiary in Malaysia will require the following documents for company set up:
Steps to Register for a Subsidiary in Malaysia
The steps to incorporate a subsidiary Company is almost similar to incorporating private limited Companies or public limited Companies. Difference is, once the Company name is approved by the Companies Commission of Malaysia (SSM), they have 30 days to register the Company as a subsidiary with a fee depending on the authorised share capital.
For example, the authorised share capital is MYR 400,000, the incorporation fee is only MYR 1,000. The higher the authorised share capital is, the higher the fees chargeable.
Step 1: Register company name
To kickstart your subsidiary registration in Malaysia, you will need a company name. This can be done online via MyCoid to reserve your ideal name, and usually completed by your company secretary.
Step 2: Register with SSM
After you receive approval for your company name, you can proceed to do the official company registration with SSM within 30 days.
Step 3: Office registration
Upon completion of your incorporation, you will be required to register your office within 14 days. It is a requirement for subsidiaries in Malaysia to have a physical or virtual office.
Taxation for Subsidiaries in Malaysia
As subsidiaries are considered tax residents in Malaysia, they operate as a local company. This means that the taxation regulations adhere to that of those companies.
The corporate tax for Malaysia companies is between 17% to 24%. Subsidiaries in Malaysia are also entitled to tax incentives.
Differences between a Subsidiary and a Branch
One of the common dilemmas that foreign companies face is whether to incorporate a subsidiary or a branch in Malaysia. The table below will aid your decision-making process by highlighting the key differences of both entity types.
| Characteristics | Branch | Subsidiary |
|---|---|---|
| Independence | It depends solely on its Holding/ Parent Company abroad, hence, all reporting and business activities will be similar. | Considered a separate legal entity where they are able to use a different identity and run different nature of business compared to its Holding/ Parent Company. |
| Local Structure | Even though it is not a separate legal structure, it still has to be registered in accordance with the Company Act 2016 in Malaysia. | As a separate legal entity, a subsidiary will be incorporated as a brand-new Company in Malaysia. |
| Accounting management | Will manage its accounts either in connection with the foreign company or separately | Manages the accounting and reporting completely separate from the foreign parent company |
| Ownership | The parent company abroad has a complete ownership interest in its Malaysian branch | The foreign company has limited ownership interest in the Malaysian subsidiary |
FAQs
Subsidiary Company Setup: Must appoint at least one resident director to set up the Company.
Branch Office: Must appoint at least one resident agent to set up the Branch.
For simpler or more direct business activities that need to be the same as that of the parent company, a branch may be a more advantageous choice for obvious reasons that it’s simpler and less costly to setup. Companies such as banks and insurance companies usually choose to enter the Malaysian market by opening a branch.
However, for companies that wish to enter into more complex business activities, be involved in distributive trade and not bear liability for their Malaysian counterpart, the subsidiary is the legal entity that will allow for these advantages.
| Share Capital | Fees |
| Not more than RM1million | RM5,000 |
| Exceeds RM1million but not exceeding RM10million | RM20,000 |
| Exceeds RM10million but not exceeding RM50million | RM40,000 |
| Exceeds RM50million but not exceeding RM100million | RM60,000 |
| Exceeds RM100million | RM70,000 |
The company name should be submitted through the Companies Commission of Malaysia (SSM) online system with a fee of RM50. Once approved, it will be reserved for 30 days from the approval date. Request for extension of the period of name reservation will further incur a fee of RM50 for every 30 days.
The name should be the same as the foreign parent company name for a branch office. For subsidiary company setup, the name does not need to be the same as its parent company.
While opening a branch is administratively easier, faster and less costly to set up, it may not enjoy some of the benefits presented by a subsidiary company. The choice may depend on the parent company’s available capital, the nature of the business needs, company priorities and available resources. Foreign corporations wishing to enter the Malaysian market should understand and carefully consider on the advantages of both the branch and the subsidiary before making the decision.
