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Company registration in Malaysia
Company registration in Malaysia
About investment of Malaysia: Before company registration in Malaysia as foreign investors need to know about Malaysia. Do you know foreign direct investment (FDI) position in Malaysia at present? It’s around US$ 11,507,697,706 as record of World Bank. Malaysia is a developing country and economic position being kept constant for long time that is better than many Asian countries. Remarkable foreign man powers are dedicating energy to develop economic of the country. Population and Geo area of Malaysia: Do you know present population of Malaysia? It’s around 32 126 269 and geologically area is around 325,000 plus km. Economy position of Malaysia: Inflation rate of the Malaysia is 3 point one percent whereas unemployment rate is little bit higher. Major export followers of Malaysia are China, Japan, Thailand, United States, Singapore, Indonesia and India and some of them are main import partners also. This information will facilitate the overseas investors for company registration in Malaysia.
Major fdi sector of Malaysia: Do you know what are the major sectors of foreign direct investment of Malaysia? It’s Oil, Construction, Gas, IT and others. Major cities of Malaysia are: Kuala Lumpur, Ipoh, George Town, , Kota Kinabalu , Johor Bahru, , Shah Alam, Petaling Jaya , Malacca City , Miri, Penang, Kuching and many more. Holiday of Malaysia: As government declaration around fifty days are holidays. Normal office time: 8 am to 6 pm and weekly two holidays, Saturday and Sunday.
Average salary range: Let’s see average monthly salary for different positions as RM 1500 to RM 1700 for the Executive officer, RM 4600 to RM 5000 for the Administrative manager and managerial positions RM 6000 to RM 7000 for Brand manager and RM 9000 to RM 10000 for the Assistant General Manager (AGM) . Other professional people’ remuneration scale are RM 5000 to RM 6000 for the Audit manager and RM 3500 for Business the promotion executive officers.
Limited liability company registration in Malaysia
It’s one of the most attractive countries of Asia where huge number of tourists visits every month to enjoy vacation and plan of investment. As process of limited liability company registration in Malaysia, investors can register two types of company: a) Private limited company in Malaysia b) Public limited company in Malaysia
- Private limited company in Malaysia:
- 100 percent foreign owned company
- Joint venture company
Another way is setup branch office of foreign parent company in Malaysia.
As procedure of new company registration in Malaysia, entrepreneur shall find the SECRETARY who will assist the investors to incorporate Sdn Bhd Company in Malaysia. Investors, share holders shall select name of the proposed company and finalize paid up and authorized capital. Company secretary shall fill the information of MoA & AoA upon decision of share holder. Form 48 A, form 44, form 49 and form 24 and MoA and AoA of company have to fill up accordingly to forward them in SSM office. If company proposed name is approved, company registration in Malaysia is started by online submission that takes around 3 days to receive certified copies. Sometimes, certified copies can be received by two days if government office remains no pending jobs in queue.
Applicant shall confirm the name of company and payment, government fees + professional fees to start company registration in Malaysia. Certified copies form 48 A, form 44, form 49 and form 24 and MoA and AoA will be printed out from office of SSM, government company registrar office Malaysia.
Fully foreign ownership company incorporation in Malaysia: Foreign owners can hold 100 percent shares but to be ensured remittance of RM 500,000 to meet with requirement of company registration in Malaysia perfectly. Company can be registered without remittance of RM 500,000 but can NOT allow starting business, applying for business visa and working permit and many more problems can be faced further.
In case of Joint Venture company registration in Malaysia (JV): Foreign partners have to ensure of remittance of RM 350,000 to meet with requirement of company incorporation in Malaysia. Once said RM is remitted all permissions are guaranteed such as hiring man power for the company, apply for business visa, open bank account and etc.
Many foreign investors buy Shelf Company to avoid hassle of company registration in Malaysia, account opening, start business as novice. It’s allowed by law to purchase the same in Malaysia but need to be very sharp information about the buying company and its directors. All responsibilities of Shelf buyer have to bear, like debt of past directors, fault, serious guilty of the past owners.
Company registration in Malaysia at tax free zone : Mainly taking advantage of export, import and income tax doing business in Malaysia, foreign investors like to setup business in Tax Free Zone, Port Klang of Malaysia.
FAQ of company formation in Malaysia
Q: How many directors need to meet requirement of company formation in Malaysia?
Ans: Minimum two directors and/ or share holders need to form SDN BHD, private limited company registration in Malaysia.
Q: Can foreign investor register company without business visa?
Ans: Yes. They are allowed to incorporate private limited company in Malaysia without business visa.
Q: Can foreigner hold 100 percent ownership of the company?
Ans: As process of company formation in Malaysia foreign owners can hold full percent of shares of the company and without local partners.
Q: Is it correct that local partner is required as nominee director to register a company?
Ans: No need. Company formation in Malaysia is possible without local partners and nominee director.
Q: Why do foreign investors need to remit RM 500,000 (paid up capital) as company formation requirement in Malaysia?
Ans: To meet with all requirements of SSM, company registrar office and company Act, 1965, foreigners are encouraged to make paid up capital of RM 500,000 for new company registration in Malaysia. But, without keeping paid up capital of RM 500,000 company might be registered as law.
Q: How to increase share (paid up capital) of the company (who does not have RM 500,000)?
Ans: Company shares are increased by filling up Form 24, 11 upon condition of company run with maintaining all terms and conditions of government.
Company registration fees in Malaysia
|B||10000||Medium investment companies|
|C||15000||Big investment companies|
Fees of company registration in Malaysia are shown, schedule as SSM, company registrar office, Malaysia
|Authorized capital (RM)||Payable fees|
|Up to rm 100,000||1000 (One thou)|
|100,001 to 500,000||3000 (Three thou)|
|500,001 to 1,000,000||5000 (Five thou)|
|1,000,001 to 5,000,000||8000 (Eight thou)|
|5, 000,001 to 10,000,000||10,000 (Ten thou)|
|10,000,001 to 25,000,000||20,000 (Twenty thou)|
|25,000,001 to 50,000,000||40,000 (Forty thou)|
|50,000,001 to 100,000,000||50,000 (Fifty thou)|
|Above of 100,000,001||70,000 (Seventy thou)|
How to register a company in Malaysia?
As Company Act 1965, SDN BHD Company is registered under following sections, important sections are discussed:
|Section 14||Registration of companies||
1. At least two human is need to meet with law as requirement of company registration in Malaysia Company.
2.Company can be registered as: limited by shares or, limited by guarantee or unlimited company
|Section 15||Private limited company||
(1) (a) Shares cannot transfer easily of private limited company
|Section 16||Registration and incorporation process||
Certificate of incorporation is provide by registrar office
(4) Government registrar office shall give certification of limited company
Certified copy shall be given as limited company as guarantee of shares
Certification copy shall be given as unlimited company
|Section 17||Partners of holding company||
1) Company shall be cancelled if the company become associate firm
|Section 18||Requirements as of Memorandum (MoA)||
1) Company name, share holders name, number of shares, auditor and secretary name shall be written
|Section 54||Company return of allotment of shares||Shares of company shall be distributed as value of per share|
|Section 124||Director’s qualification requirement||
Company shares shall be purchased by the share holders and IF failed to do so shall be penalized financially RM 1000
|Section 143||Annual general meeting (AGM)||
Company shall complete annual general meeting within the year and in case of new company can be allowed of 21 months maximum.
|Section 152||Special board meeting resolutions||Meeting shall be passed by majority voting, ¾ %.|
|Section 165||Annual return submission by the company||
RM 2000 penalty in case of default company. As law company return should submit as regular basis.
|Section 212||Procedure of company winding up||Company directors has right to apply to court to wind up the company|
|Section 211||Winding up||Company is closed whether voluntarily or verdict of court|
You may know before company registration in Malaysia that some of the below listing type business is not allowed to start up by owning full share of the company:
- Petroliam, Oil, Gas
- Any banks and/ or finance company
- Tourism company
- Agriculture business but not in all cases
- Education field but except some specific cases
Company share transfer procedure:
Secretary shall fill the information up on form 32 A on behalf of share holders and put signing as below:
- Write company name
- Full information of share transferor
- Full information as form of transferee
- Quantity of shares that will be transferred
- Value of each share and total shares
Board Meeting Minutes Procedure
Before/ after company registration in Malaysia, you may know the following rules: As section 143, each company shall hold annual meeting with attending majority members and resolved accounts, audit, directors position and any other special issue, it is obliged that all new company can get 18 (eighteen) months time to hold AGM at first time. After then, AGM formalities should complete within 12 months, regularly.
Annual Returns Submission rules
As section 165 of Company Act 1965, directors shall appoint chartered accountant to complete accounts and audit report.
Bank account open difficulties in Malaysia
We have noticed that most of the small and medium companies are registered easily as guide line of company secretary but no one secretary or advisory firm like to take responsibilities opening bank account for the clients! As a result, most of the investors face difficulties opening company account and AFTER company registration in Malaysia. Find here more information of problem and solution of opening bank account in Malaysia.
Winding up procedure
Company can be winding up whether voluntarily or, verdict of court. Surrendering all debt, clearing loans, any financial issue directors can wind up company as section 217 and company is winded up by verdict of court upon confirmation of all debt and liabilities.
How to appoint new director?
New director is appointed by the decision of the board members and that is executed by final meeting of AGM and procedure of company registrar office. The new comer should be sound mind, consent of being act as director, not guilty, imprisoned or convicted.
How to start restaurant business in Malaysia?
To start restaurant business, investors need to find a suitable place where restaurant will be taken place. Second important job is appoint right people for right positions, third job is restaurant shall be well decorated, forth job is fix capital of RM 20,000 to RM 50,000 and finally complete legal procedure of company registration in Malaysia through SSM. More information of restaurant business in Malaysia.
Export/ import business requirement in Malaysia
Requirement of export license: All products are not permitted to be exported. Export and/ or import licenses are given by department of standard and concern department as product. Besides, sample taste is must of each product to be qualified by department. But, you have to have company registration in Malaysia, SDN BHD first before start of export license application.
Import license is provided for the below products:
|1.||Raw Sugar produce|
|2.||Other Sugar produce|
|3.||Wheat Flour Foods|
|4.||Different types of milk|
|5.||Clay and powder|
|6.||Iron and steel products|
|7.||Pipe, tube goods|
|9.||Toner, printer, photocopy machine|
|10.||Medicine, plastics, chemicals, tyres,|
|11.||Heavy weight trunks, tractor, vehicles, motor cycle|
|12.||Refine sugar, bricks, cinematographic, any milk, waste iron, recycling|
Note: Apply to Import Export Control Division, Kuala Lumpur, Malaysia with supporting papers like product test, legal papers, figure of import goods etc after company registration in Malaysia.
Goods prohibited for imports are as follows:
- Currency, bank note, coin etc
- Chemical products selling and producing that is dangerous and harmful
- Pen, pencil, syringe goods
- Products that is not permitted by government
- Knifes or draggers and such items that is dangerous
- Cards, tapes, films, painting, books and other media
- Photocopy any Quran, holy book
- Radioactive materials
- Turtle eggs
- Broadcast radio for communication is not allowed
- Piranha Fish is forbidden by government
- Illegal goods those are harmful for health is punishable offence, sentence death. But, any products that are permission by health department can be imported.
As Industrial Co-ordination Act 1975 (ICA) , share holders have to invest more than RM 2.5 millions and appoint more than seventy man powers to approve industrial license from trade and industry department of government.
In case of project approval investors have to invest of RM 140,000 where eighty percent workers shall be appointed from Malaysian and managerial, technical and supervisors have to be appointed also.
Work permit in Malaysia
Professional Visit Pass: Skill person who is appointed by Malaysian company and minimum service tenure of 12 months.
Employment Pass: Three types of employment pass, 1. Dependent pass 2. Social pass 3. Long time social pass. Employment pass holder can apply for dependent pass for the family members. Employer hires man power upon contract of maximum 5 years and upon meet of requirement of expatriate service division, Malaysia.
Temporary Employment Pass: Foreign workers like maid or helpers are hired for maximum period of one year as requirement of expatriate service department, Malaysia.
As company act 1965 all companies have to have minimum two directors who shall be residing of Malaysian address, in case of failing same the foreign investors, local directors have to be appointed and process of new company registration in Malaysia.
Income Tax for the foreign company in Malaysia
Income Tax act 1967, Inland Revenue Board of Malaysia
- Every company has to obtain tax number within 3 months of first sale of company product or service or company registration in Malaysia.
- If the company has paid up capital lesser than RM 2.5 million is obliged to be submitted tax within this year.
- Company shall pay tax within seven months filing form C.
- If a company does not earn still has to submit tax return.
CIT rates are given as below:
|Nature of business||Taxable income (RM)||CIT rate for this year (percent)|
|Local enterprise||Twenty four|
|Resident company If paid up capital is more than RM 2.5 millions||
|Foreign corporation||Twenty four|
Audit issue for the company in Malaysia
As the Audit Act 1957, Malaysia company shall appoint auditor who is member of MIA, National Audit Department, Malaysia
Section 139. Secretary.
- Every company shall appoint company secretary who is resident of Malaysia.
- Name and detail shall be written of Company secretary in MoA as first secretary
- As law company secretary shall be enjoy vacation for more than 30 days at a time.
- In case of special reason secretary can stay in vacancy
Section 139 C. Disqualification
- Person is convicted by law
- Bankruptcy person
- Government registrar office can cease any license if found any guilty by the directors of the company
Section 139 A. Qualification of company secretary
- If any local person has license by registrar office or,
- Person has license by company secretarial department upon successfully passed by graduation of secretary
Main different between Labuan company and SDN BHD Company
|Paid up capital is RM 1 at lowest as law of companyregistartion in Malaysia||Paid up capital is RM 500,000 as law of company formation in Malaysia|
|They are not required||Export, import license required|
|Work permit is permitted if remitted RM 250,000||Work permit is permitted if remitted RM 500,000 minimum|
|Directors no tax||Directors tax up to 24 percent|
|Bank account open is easier||Bank account open is difficult|
Recently foreign investors like to company registration in Malaysia, Labuan because of easier procedure and flexible for the foreign investors.
Some other writing topics are below those relating of company registration in Malaysia:-
- Look here in detail information of Malaysia foreign company registration-formation.
- You may know detail of business license in Malaysia
- Our discussion on small business ideas in Malaysia
- Find information advantage of setting up business in Malaysia
- There are some problems of starting a business in Malaysia
- You may choice one of our business plan in Malaysia
- Although Malaysia is a peaceful country yet problems to live in Malaysia
- Here you go to know types of visa in Malaysia
- Click here to know information relating Income Tax filing Malaysia
Jalan Tun Mohd Fuad, Taman Tun Dr. Ismail
Kuala Lumpur, Malaysia