For those foreigners that wish to carry a business in Malaysia, they have to incorporate a local company or register the company in Malaysia. Foreign company means a company, corporation, society, association, or other body incorporated outside Malaysia which under the law of its place of origin may sue or be sued.Guidelines:
- Search name application in Form 13A (to search the name availability).
- Foreign Company’s Consent Letter (set up branch office in Malaysia)
- Certified true copy of the Foreign Company’s certificate incorporation by the Registrar of Companies of its place of origin.
- Form 13A
- RM30 (per name) for approval to use the foreign company’s name for registration to be submitted with the Companies Commission of Malaysia (CCM).
- Reservation name for 3 months after the name search being approved.
- After the CCM approved the name search, here are the documents that have to be submitted to them within 3 months of the date on which the documents are certified:
“Certified copy” means certified by:
Notary Public; or
The registrar of companies of the place of its origin; or
A director, a manager or secretary of foreign company by affidavit. (if certification is to be done in a Commonwealth Country, the certification by a statutory declaration.
- Certified copy of the certificate of its incorporation or registration in its place of incorporation or origin by the registrar of companies of the place of origin.
- Certified copy of its charter, statue of its memorandum and articles or other instruments constituting or defining its constitution.
The registrations fees payable to CMM for the registration of a foreign company are based on authorized capital of the foreign company are schedule as follows:-
- If the above documents not in ENGLISH or BAHASA MALAYSIA, a translation must be done:-
- Certified by Notary of Public; or
- A translator Public accordingly admitted and confirmed in accordance with the law of the place in which the company is formed or incorporated.
- Registrar of companies of the place of origin
- A Malaysian consular office in the place of origin of the foreign company
- Statutory Declaration verifying Memorandum and Articles of Association;
- Memorandum of Appointment of Agent or Power of Attorney, accordingly stamped;
- Affidavit or Statutory Declaration verifying item (d) above;
- Statutory Declaration by Agent of Foreign Company;
- Confirmation Letter and Authorized Capital of the Company ; and
- Form 49- Return by Foreign Company Giving Particulars of Directors and changes of particulars.
Nominal share capital of the foreign company should be converted to Malaysian currency (RM) at the prevailing exchange rate.
If the foreign company does not prescribe any share capital, a flat rate of RM1,000 shall be paid to CCM.
|Authorised Share Capital (RM)||Fees (RM)|
|Up to RM100,000||1,000|
|100,000,001 and above||70,000|
Further information required on Foreign Company, duly certified by a Director/Secretary of Foreign Company:-
- List of Directors and their particulars (personal & business background)
- The registered office of the company
- The amount of authorized and paid up capital of the Company
- Place and date of incorporation of the Company
CCM shall issue a certificate within 1 or 2 weeks from the date of submission of documents in the prescribed form (Form 83).
Obligation of Foreign Company when they want to form a business in Malaysia.
[Company Act (C.A) 1965]
- Agent of the branch of company
Annual General Meeting (AGM)
- Must have an agent who is person named in the Memorandum of Appointment or Power of Attorney lodged by CCM.
- Agent is a person resident in Malaysia for the purpose of accepting service of process or any notices required to serve on the company. They can be a natural person or a corporation but must not be a foreign company.
- Local Agent is answerable for the doing of all such acts, matters and things and will be personally liable to all penalties imposed on the foreign company for any breach of the CA 1965.
- Based on the law of the place origin of the foreign company’s incorporation or origin.
- Required to be submitted with the CCM once in a calendar year with one month of its AGM.
- Within 2 months of its AGM , to be submit with CCM:-
- A copy of company’s balance sheet together with a Statutory Declaration in prescribed from verifying that the copies are true copies of the documents.
- Audited reports by an approved auditor showing its assets used in and liabilities arising out the branch office in Malaysia.
- Submit with CCM for registration (Form 44) within 1 month after the establishment of a place of business in Malaysia.
Changes in the particulars
- Required to keep proper accounting record within 60 days of the completion of the transactions and the records and books shall be keep for 7 years.
If there are any changes on the above matter, it must be filed with the CCM within 1 month from the date of change and if applicable, appropriate fees would be charge.
- Charter, statue, memorandum or articles of the foreign company or the other instrument constituting or defining its organization (company’s name, authorized capital and etc).
- Directors of the foreign company or in the name or address of any director.
- The agent or agents of the foreign company or the name or address of any agent.
- Situation of the branch office in Malaysia or days and hour of operating.
- Location or address of the foreign company in its place and Malaysia.
Cessation (termination) of business in Malaysia
- If there is any order made by a court under any law in force in the country, it must me submit with CCM within 1 month and a copy of the order must be submitted within 1 month after the order was made.
- Submit Form 90 with CCM within 7 days after the foreign company which carry business in Malaysia being terminated.
- After submission of the Form 90, upon the expiration of 12 months, the name of the foreign company will be removed from the CCM.
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