Methods and guidelines to register a local firm in Malaysia
Incorporation of a Business Firm in MALAYSIA
There are mainly two types of companies or business firms that can be incorporated under the Companies Act 1965 (CA 65) in Malaysia:
- A company limited by shares
- An unlimited company
# Looking in details with a company or business firm limited by shares:
A company or business firm which is said to have open share capital may be incorporated as a Private Limited Company commonly known as ‘Sendirian Berhad’ or Sdn. Bhd or Public Limited Company commonly known as ‘Berhad’ or Bhd.
The essential needs to form a business firm or how to open a company in Malaysia:
(i) A minimum of one board member need to be the shareholder of the company;
(ii) The business firm should have minimum one director
(iii) A company secretary who can be either:
- An individual or personnel who is trusted as a member of a professional body prescribed by the Minister of Domestic Trade Cooperative and Consumerism.
- An individual or personnel licensed by the Companies Commission of Malaysia (SSM)
Both the director, board member and company secretary should have their appropriate address of residence or should be permanent resident of Malaysia.
A. INCORPORATION PROCEDURES
1. Filing Application of Company Name Search
A name search is processed to regulate whether the proposed name of the business firm in Malaysia is available or not. As per different laws, application steps and regulations the guidelines for naming a business firm or a company are as follows:
(i) Completion & acceptance of Form 13A CA to SSM
(ii) A total of RM30.00 is the paid fee for each name applied.
2. Lodgment of Incorporation Document
When the applied name of the business firm in Malaysia is approved by SSM, it shall be submitted and kept reserved for 3 months from the date of approval, failure of which a fresh application for a name search must be done.
B. Important incorporation documents and paper works that need to be submitted to SSM
- Memorandum and Article of Association
An original documented copy of any official letter, note and article of association should be stamped at RM100.00. The stamps are affixed and originated at the Inland Revenue Board’s stamp office.
- The first directors/board members and secretaries must be named in the Memorandum and Article of Association.
- Share members to the company must also sign the Memorandum and Articles of Association in front of a witness.
* Special NOTE: For private company limited the articles of association must contain the following stipulations.
(i) Restriction to transfer the company’s shares;
(ii) Limitation over total member count — should not exceed fifty;
(iii) Limitations to public approvals to subscribe the shares of the company;
(iv) Prohibition on deposit money with the company.
- Act of Form 48A (Legal declaration by the directors or promoters)
The director or promoter or the board members declare under oath that:
- He or She is not a bankrupt,
- He or She has no involvement or has not been imprisoned for any prescribed offences.
- Act of Form 6 (Call of Compliance)
This declaration initiates that all the requirements of the CA have been complied with. It has to be designated by the company authority body or the secretary who deals with the Private Limited Company or Sdn Bhd Company registration services and is named in the Memorandum and Articles of Association.
- Additional Documents:
- Original copy of Form 13A.
- A copy of the letter which involves approval of the name of the company from SSM
- A copy of the valid ID cards of each director and company secretary.
C. REGISTRATION FEES
List of different payment rates for different application to be made for the incorporation of a company:
|AUTHORISED SHARE CAPITAL (RM)||FEES (RM)|
|Up to 400,000||1,000|
|400,001 – 500,000||3,000|
|500,001 – 1 million||5,000|
|1,000,001 – 5 million||8,000|
|5,000,001 – 10 million||10,000|
|10,000,001 – 25 million||20,000|
|25,000,001 – 50 million||40,000|
|50,000,001 – 100 million||50,000|
|100,000,001 and above||70,000|
D. CERTIFICATE OF CORPORATION
The SSM will issue a Certificate of Incorporation upon compliance with the incorporation procedures and submission methods.
2. UNLIMITED COMPANY
The procedures, methods and Incorporation Documents for incorporation of an unlimited company is similar to that which is related to company limited by shares. The single difference that differentiate the unlimited company is that the liability of its members should be stated in the Memorandum of Association as unlimited.