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Guide to Malaysia Company Registration in Malaysia

LOCAL COMPANY INCORPORATION GUIDELINES

INCORPORATION OF A COMPANY MALAYSIA

The two types of companies that can be incorporated under the Companies Act 1965 (CA 65) are:

  1. A company limited by shares
  2. An unlimited company

1. COMPANY LIMITED BY SHARES

A company having a share capital may be incorporated as a private company (identified through the words ‘Sendirian Berhad’ or ‘Sdn. Bhd.’ appearing together with the company’s name) or public company ‘Berhad’ or ‘Bhd’ appearing together with the company’s name).

The requirements to form a company or opening a company are:

(i) A minimum of two subscribers to the shares of the company (Section 14 CA);
(ii) A minimum of two directors (Section 122); and
(iii) A company secretary who can be either :

  • An individual who is a member of a professional body prescribes by the Minister  of Domestic Trade Cooperative and Consumerism; or
  • An individual licensed by the Companies Commission of Malaysia (SSM)

Both the director and company secretary shall have their principal or only place or residence within Malaysia.

A. INCORPORATION PROCEDURES

1. Filing Application of Company Name Search
A name search must be conducted to determine whether the proposed name of the company is available. Refer to Government Gazette No. 716 dated 30 January 1997, Gazette (Amendment) dated 11 October 2001, Guidelines For Naming A Company and Guidelines For Application Of A Company Name. The steps involved are:
(i) Completion and submission of Form 13A CA (Request For Availability Of Name) to SSM; and
(ii) Payment of a RM30.00 fee for each name applied.
Where the proposed company’s name is approved by SSM, it shall be reserved for three months from the date of approval.

2. Lodgement of Incorporation Documents
Incorporation Documents (as further explained in Part B below) must be submitted to SSM within 3 month from the date of approval of the company’s name by SSM, failure of which a fresh application for a name search must be done. (Steps (i) and (ii) above shall have to be repeated).

B. INCORPORATION DOCUMENTS TO BE  LODGED WITH SSM

1. Memorandum and Article of Association
An original of the Memorandum and Article of association shall each be stamped at RM100.00. Stamps are affixed at the Inland Revenue Board’s stamp office.

  • The first directors and secretaries shall be named in the Memorandum and Article of Association.
  • The subscribers to the company’s shares shall sign the Memorandum and Articles of Association in front of a witness.
  • Table A of the Fourth Schedule in the CA can be adopted as the Article of Association of the company (Section 30 CA).

*NOTE: For incorporation of a private company, the articles of association shall contain the following stipulations.

(i) Restriction  on the right  to transfer the company’s shares;
(ii) Limitation on the number of members to not exceed fifty;
(iii) Prohibition to any invitation to the public to subscribe the shares/debentures of the company; and
(iv) Prohibition on public invitation to deposit money with the company.

2. Form 48A (Statuary Declaration By A Director Or Promoter Before Appointment)
The director or promoter declares under oath that:

  • He/She is not a bankrupt; and
  • He/She has not been convicted and imprisoned for any prescribed offences.

3. Form 6 (Declaration of Compliance)
This declaration states that all the requirements of the CA have been complied with. It must be signed by the company secretary who handles the SDN BHD Company registration services and is named in the Memorandum and Articles of Association.

4. Additional Documents:

  • 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.

C. REGISTRATION FEES

Each application for the incorporation of a company shall be accompanied with payment 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

D. CERTIFICATE OF CORPORATION

A Certificate of Incorporation will be issued by SSM upon compliance with the incorporation procedures and submission of the duly completed Incorporation Documents.

2. UNLIMITED COMPANY

The procedures and Incorporation Documents for the incorporation of an unlimited company is the same as company limited by shares. The only difference is that for an unlimited company, the liability of its members must be stated in the Memorandum of Association as unlimited.

FOREIGN COMPANY REGISTRATION GUIDELINES

A foreign company may carry on business registration in Malaysia by either:

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

Foreign company is defined under the Companies Act 1965 (CA 65) as:

(a) a company, corporation, society, association or other body incorporated outside Malaysia; or

(b) an unincorporated society association, or other body which under the law of its place of origin may sue or be sued, or hold property  in the name of the secretary or other officer of the body or association  duly appointed for that purpose and which does not have its head office or principal place of business in Malaysia.

A. REGISTRATION PROCEDURES

1. Application of Name Search
A name search must be conducted to determine whether the proposed name of the company is available for registration. Refer to Government Gazette No. 716 dated 30 January 1997, Gazette (Amendment) dated 11 October 2001, Guidelines For Naming A Company and Guidelines For Application Of A Company Name. The steps involved are:

(i) Completion and submission of Form 13A of the CA (Request for Availability of Name) to SSM.

(ii) Payment of an RM30.00 fee for each name applied.

The name to be used to register the foreign company should be the same as registered in its country of origin. Where the proposed company’s name is approved by SSM, it shall be reserved for three months from the date of approval.

2. Lodgement of Registration Documents
Registration documents (as further explained in Part B below) must be submitted to SSM within 3 months from the data of approval of the company’s name by SSM, failing which a fresh application for a name search must be done (i.e. steps (i) and (ii) above shall have to be repeated).

B. REGISTRATION DOCUMENTS

The following documents shall be submitted to SSM for registration:

(i) A certified copy of the certificate of incorporation or registration of the foreign company.

(ii) A certified copy of the foreign company’s charter, statute or Memorandum and Articles of Association or other instrument defining its constitution.

(iii) Form 79 (Return by Foreign Company Giving Particulars of Directors and Changes of Particulars).

*NOTE:  If the list includes directors residing in Malaysia who are members of the local board of directors of the foreign company, a memorandum stating their  powers must be executed by or on behalf on the foreign company and submitted to SSM.

(iv) A memorandum of appointment or power of attorney authorising the person (s) residing in Malaysia, to accept on behalf of the foreign company any notices required to be served on such foreign company.

(iv) Form 80 (Statutory Declaration by Agent of Foreign Company).

(v) Additional  documents consisting of:

  • The original copy of Form 13A; and
  • A copy of the letter from SSM approving the name of the foreign company.

C. REGISTRATION FEES

Registration fees shall be as per the payment schedule below:

NOMINAL SHARE CAPITAL (RM EQUIVALENT) FEES (RM)
Up to 100,000 1,000
100,001 – 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
  1. In determining the amount of registration fees, the nominal share capital of the foreign company should first be converted to the Malaysian currency (Ringgit Malaysia) at the prevailing exchange rate.
  2. In the event a foreign company does not prescribe any share capital, a flat rate of RM 1,000.00 shall be paid to SSM.

D. CERTIFICATE OF REGISTRATION

A certificate of registration will be issued by SSM upon compliance with the registration procedures and submission of duly completed Registration Documents. The Company will be informed once 3E received the certificate of registration from register SSM. Company Search can be performed once it was setup. 3E will remind you to file your Company Tax when the deadline is due.

If any of the described registration documents are in languages other than Malay or English, a certified translation of such documents in Malay or English shall be required.