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