Guidelines Doing Business in Malaysia- Part 1.1(Foreign Company)

REGISTRATION OF A FOREIGN COMPANY IN MALAYSIA A foreign company may carry on business in Malaysia by either: a. incorporating a local company with SSM; or b. registering the foreign company in Malaysia with SSM. Foreign company is defined under the CA as:

1. a company, corporation, society, association or other body incorporated outside Malaysia; or
2. 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.

Registration Procedures

1. Name Search With SSM And Application For Name A name search must be conducted to determine whether the proposed name of the company is available for registration. The steps involved are: i. Completion and submission of Form 13 A CA (Request for Availability of Name) to SSM; and

ii. Payment of a 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. When the proposed company’s name is approved by SSM, it shall be valid for three months from the date of approval.

2. Lodgement of Registration Documents Registration documents (as further explained below) must be submitted to SSM within three months from the date of approval of the company’s name by SSM, failing which a fresh application for a name search must be done [Steps (i) and (ii) above shall have to be repeated].

Registration Documents The following documents shall be submitted to SSM for registration:

1. A certified copy of the certificate of incorporation or registration of the foreign company;
2. A certified copy of the foreign company’s charter, statute or Memorandum and Articles of Association or other instrument defining its constitution;
3. 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 of the foreign company and submitted to SSM.
4. A memorandum of appointment or power of attorney authorizing the person(s) residing in Malaysia, to accept on behalf of the foreign company any notices required to be served on such foreign company;
5. Form 80 (Statutory Declaration By Agent Of Foreign Company); and
6. Additional documents consisting of:

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

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

1 00,001 – 500,000 ---- 3 ,000

500,001 – 1 million ----5,000

1 ,000,001 – 5 million ----8,000

5,000,001 – 10 million ----1 0,000

1 0,000,001 – 25 million ----20,000

25,000,001 – 50 million ----40,000

50,000,001 – 100 million ----50,000

1 00,000,001 and above ----70,000

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.

Source: www.ssm.com.my

Companies Commission of Malaysia

Guidelines Doing Business in Malaysia- Part 3(Termination & Renewal)

TERMINATION OF BUSINESS Businesses may be terminated for the following reasons: i. Cessation of the business; ii. Being an undischarged bankrupt; iii. Death of the owner; iv. Carrying out unlawful activities or activities which are prejudicial to national security, public order or morality; or v. Pursuant to a Court Order. Procedure i. Form C (Notification of Termination of Registered Business) should include the following details: a. The date of termination; and b. Reason(s) of terminating the business. ii. Every business owner must sign the completed Form C. Requirement i. Attach Form C with the following documents: a. Certificate of Business Registration; b. Copy of Court Order if the termination has been ordered by Court; or c. Copy of Death Certificate (if applicable); or d. Enclose relevant documents if the owner has become bankrupt. ii. File Form C within 30 days from the date of termination of the business; iii. File notice of termination as a result of death within 4 months from the date of demise; and iv. The next of kin should file a termination notice if a sole proprietorship is terminated upon the demise of the owner. In a partnership, the other partners or the next of kin can file the notice on behalf of the deceased. Registration Fee No fee is imposed for registration termination of business. General Guide Submit application for registration personally to the nearest SSM office or send by post. RENEWAL OF BUSINESS REGISTRATION Procedure Form A1 (Application for Renewal of Registration) should include the following details: i. Information regarding the business; ii. Status of the business; iii. Change in the registered nature of the business (if any); and iv. The owner or one of the partners must sign Form A1. Requirement Application should be made within 30 days before the date of expiry of the registration. Registration Fee

• Sole proprietorship (personal name as in identity card) – RM 30.00
• Sole proprietorship and partnership using trade name – RM 60.00
• Registration of branch(s) – RM 5.00 each branch

General Guide

i. Submit application for renewal of Certificate of Registration personally to the nearest SSM office or send by post.

ii. Renewal of Certificate of Registration can be made at any computerized post office subject to the following conditions:

a. Application should be made within 30 days before the date of expiry of the registration;

b. The business does not have more than 5 branches;

c. No outstanding compounds;

d. The business and its owner(s) are not blacklisted; and

e. A copy of the existing Certificate of Registration is attached together with the application.

iii. An application to renew the Certificate of Registration can be made for a period of 1 to 5 years.

Source: http://www.ssm.com.my/ Companies Commission of Malaysia

Guidelines Doing Business in Malaysia- Part 2(Sole Proprietor/Partnership)

REGISTERING A NEW BUSINESS - SOLE PROPRIETOR & PARTNERSHIP Business includes every form of trade, commerce, craftsmanship, calling, profession or other activity carried on for the purpose of gain, but does not include any office or employment or any charitable undertaking or any occupation specified in the Schedule of the Registration of Businesses Act 1956. Businesses that can be registered under the Registration of Businesses Act 1956 are:

• Sole Proprietorship – a business wholly owned by a single owner using personal name as per identity card or trade name.
• Partnership – a business owned by two persons and not more than twenty partners.

Registration Procedure

i. Obtain prior approval of the proposed business name from the SSM for trade name; ii. Form A (Registration of a New Business) should include the following details:

a. The name of the business;

b. The nature of the business;

c. The date of the commencement of the business;

d. The address of the place of business; e. Branch(s) of the business; f. Particulars of owners of the business; and g. Partnership Agreement (if any).

iii. Every business owner must sign the completed Form A.

Requirement

i. Malaysian citizens, or permanent residents;

ii. Aged 18 and above;

iii. Attach the completed Form A with the following documents:

a. Approval letter of business name;

b. Photocopy of identity card;

c. Photocopy of Partnership Agreement (if any); and

d. Permit, license, approval or supporting letter from another agency (if any).

iv. Register the business within 30 days from the date of commencement of the business; and

v. The nature of the registered business shall not contravene any laws.

Registration Fee

• Sole proprietorship (personal name as in identity card) – RM 30.00
• Sole proprietorship and partnership using trade name – RM 60.00
• Registration of branch(s) – RM 5.00 each branch
• Business information print-out – RM 10.00

General Guide

Submit application for registration personally to the nearest SSM office or send by post.

REGISTRATION OF CHANGES IN BUSINESS PARTICULAR

To change particulars of a business, the person responsible for the business is required to complete the changes accordingly using the following forms:

• Form B1 – Change of Business Address
• Form B2 – Change in Type of Business
• Form B3 – Change of Particulars on Branches
• Form B4 – Change of Information of Owner/ Partner (residential address, new entry/ withdrawal of the partner)

Procedure Every business owner must sign the completed Form B.

Requirement

i. Malaysian citizens, or permanent residents;

ii. Additional new partners must be aged 18 and above; and

iii. Attach the complete Form B with the following documents:

a. Photocopy of identity card of the new partners;

b. Photocopy of death certificate if a partner has passed away;

c. Copy of approval or supporting letter for businesses requiring permits or licenses; and

d. Register the changes in business particulars within 30 days from the date of such changes.

Registration Fee

• Registration of Form B – RM 20.00
• Registration for a branch addition – RM 5.00 each branch
• Print out of business information – RM 10.00

General Guide

i. A registered sole proprietor using personal name as stated in identity card cannot take on an additional partner.

ii. A partnership can change its status to a sole proprietorship using trade names and vice – versa.

iii. Submit application for registration personally to the nearest SSM office or send by post.

Source: http://www.ssm.com.my/ Companies Commission of Malaysia

Guidelines Doing Business in Malaysia- Part 1(Company)

INCORPORATION OF A LOCAL COMPANY IN MALAYSIA There are three types of companies that can be incorporated under the Companies Act 1965 (“CA”). They are:

• A company limited by shares
• An unlimited company
• A company limited by guarantee

For the purpose of conducting business in Malaysia, the most common type is a company limited by shares.

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 (identified through the words ‘Berhad’ or ‘Bhd.’ appearing together with the company’s name).

The requirements to form 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 CA); and

iii. A company secretary who can be either:

a. an individual who is a member of a professional body prescribed by the Minister of Domestic Trade and Consumer Affairs; or

b. an individual licensed by the Companies Commission of Malaysia (“SSM”).

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

Incorporation Procedures

1. Name Search With SSM And Application For Name A name search must be conducted to determine whether the proposed name of the company is available. The steps involved are:

i. Completion and submission of Form 13 A CA (Request For Availability Of Name) to SSM; and

ii. Payment of a RM30.00 fee for each name applied.

When the proposed company’s name is approved by SSM, it shall be valid for three months from the date of approval.

2. Lodgement of Incorporation Documents Incorporation Documents (as further explained below) must be submitted to SSM within three months from the date of approval of the company’s name by SSM, failing which a fresh application for a name search must be done. [Steps (i) and (ii) above shall have to be repeated].

Incorporation Documents To Be Lodged With SSM

1. Memorandum and Articles of Association

• An original copy of the Memorandum and Articles of Association shall each be stamped at RM100.00. Stamps are affixed at the Inland Revenue Board’s stamp office.
• The directors and secretaries shall be named in the Memorandum and Articles 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 Articles 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 on any invitation to the public to subscribe the shares/debentures of the company; and iv. Prohibition on public invitation to the public to deposit money with the company.

2. Form 48A (Statutory 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 the 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 registration and is named in the Memorandum and Articles of Association.

4. Additional documents:

• Original Form 13 A.
• 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.

Registration Fees Each application for the incorporation of a company shall be accompanied with payment as per the schedule below:

AUTHORISED SHARE CAPITAL (RM) FEES (RM)

Up to 100,000 1 ,000

1 00,001 – 500,000 3 ,000

500,001 – 1 million 5,000

1 ,000,001 – 5 million 8,000

5,000,001 – 10 million 1 0,000

1 0,000,001 – 25 million 20,000

25,000,001 – 50 million 40,000

50,000,001 – 100 million 50,000

1 00,000,001 and above 70,000

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

Source: http://www.ssm.com.my/

Companies Commission of Malaysia

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