Introduction

Registering a company in Malaysia is a straightforward procedure, allowing for the establishment of a fully foreign-owned company known as Sendirian Berhad. However, certain industries are specified by the government for exclusive eligibility under 100% foreign ownership.

What are the most popular industries in Malaysia for starting a business?

• Education

• Petroleum, Oil, and Gas

• Banking and Finance

• Tourism Outbound and Ticketing

• Agriculture

Benefits of a Company Registration in Malaysia

• Start-up costs are low.

• Rental rates are reduced.

• Average wages are $2.31 USD per hour.

• No withholding taxes on dividends paid outside Malaysia.

• Malaysian corporations face no restrictions on repatriating capital, profits, dividends, and royalties.

• Strong incentives and subsidies are provided to encourage business formation and capital investment.

Types of Business Structures in Malaysia

As per the Malaysian Companies Act, there are only two permissible types of companies in Malaysia:

• Company Limited By Shares: A company with limited share capital has the option to be either a private (‘Sendirian Berhad’ or ‘Sdn. Bhd.’) or a public company (‘Berhad’ or ‘Bhd.’).

• Unlimited Company: An unlimited company involves members with unlimited liability and can be incorporated as either a private or public entity. The Memorandum of Association outlines the liability of its members.

Requirements for Company Registration in Malaysia

• Minimum requirement of two subscribers and directors.

• The company secretary must be a member of a professional body approved by the Minister of Domestic Trade Cooperative and Consumerism and licensed by the government to support the Companies Commission of Malaysia (SSM).

• Both the proposed director and company secretary in a Malaysian company must have their principal or sole place of residence within Malaysia.

Documents required for company registration in Malaysia

Every individual applying for company registration in Malaysia is required to submit the following documents to the relevant authority to progress their application for company formation in the Asian country:

• Application for the reservation of the company’s trade name.

• Comprehensive details outlining the business activities to be undertaken.

• Declaration of regulatory compliance in accordance with the Companies Act.

• Specifics regarding the official address in Malaysia.

• Full particulars of the initial directors and registered shareholders.

• Shareholding arrangement details among the shareholders.

• Minimum paid-up capital requirement.

• Declaration by each director confirming they have not been convicted of any legal or criminal offense in their country and have not been declared undischarged as bankrupts or insolvents by the relevant authority.

Cost of Company Registration in Malaysia

Under the updated 2016 Malaysian Companies Act, a business owner seeking company registration is required to remit RM 1000 to SSM, with this fee applicable per application submitted.

The following list outlines the fees associated with company registration, applicable to both online and offline methods:

• Utilizing a personal name in a sole proprietorship incurs a fee of RM 30.

• Opting for a trading name in a sole proprietorship or partnership attracts a fee of RM 60.

• Registering each branch involves a fee of RM 5.

• Printing out business information incurs a fee of RM 10.

Procedure for Company Registration in Malaysia

1. Selecting and Checking Company Name Availability:

• Choose a suitable company name and verify its availability by referring to the Government Gazette, which outlines guidelines for name selection and application. Follow these steps:

• Complete the name application form.

• SSM approves the name based on availability, reserving it for three months from the approval date.

• File all incorporation documents with SSM within three months of name approval; otherwise, a fresh application is required.

2. Memorandum and Articles of Association (MoA & AoA) Submission:

• Submit the MoA & AoA to SSM with official stamping by the Inland Revenue Board.

• Include director and secretary details in the MoA & AoA, with subscribers signing in the presence of a witness.

• For private companies, the AoA should specify conditions such as restrictions on share transfers, a cap on members, and limitations on public share/debenture subscriptions.

3. Statutory Declaration by Director or Promoter:

• The director or promoter issues a statutory declaration affirming non-bankruptcy and no history of unlawful offenses.

4. Declaration of Compliance by Company Secretary:

• The company secretary signs the Declaration of Compliance, confirming adherence to all Companies Act requirements.

5. Additional Documents:

• Include a copy of SSM’s name approval letter and each director's or company secretary’s identity proof.