Company Registration in Malaysia: A Profitable Business

Malaysia is all in high demand to establish a business for a company and, especially the Labuan in Malaysia due to it’s an own autonomous control affair system, tax benefits, nice tropical climate, and an easy way to have an access to  Asian regions and is prominently suitable to set up a business.

Incorporating a company in Malaysia is very much simple and quite similar to that of Indian Company incorporation.

However in addition to company registration, for certain sectors, it requires additional industry license too such as given below sectors:

a) Agriculture

b) Petroleum, Oil and gas’

c) Education

d) Banking and Finance

Companies that can be incorporated locally in Malaysia are a company limited by shares and an unlimited company.

1. Company Limited by Shares: Such companies are incorporated as a private company; such company name ends with the words ‘Sendirian Berhad’ or ‘Sdn. Bhd.’ appearing together with the company’s name. In case of a public company, its name ends with the ‘Berhad’ or ‘Bhd’ appearing together with the company’s name.

2. Unlimited Company by shares: Even an unlimited company may be incorporated either in the form of a private company or as a public company.

• Subscribers: - Minimum of two subscribers are required.

• Directors:- Minimum of two directors are required.

• Company secretary:- A company secretary who shall handle the company incorporation, such an individual can be either be a member of a professional body prescribed by the Minister  of Domestic Trade Cooperative and Consumerism; or such other individual who has been given license by the Companies Commission of Malaysia (SSM).

Note that the directors and company secretary of the proposed new company to be formed in Malaysia shall have their principal, only place of residence in Malaysia.

1. Conduct the Name Search for the company: The proposed name of the new company needs to be checked whether it is available or not, in order to check the name availability, the Guidelines For Naming A Company and Guidelines For Application Of A Company Name is to be referred from the Government Gazette, which provides the concerned guidelines.

Form 13 A that is for the request for availability of Name is required to be filed. The proposed name is be given for approval to the SSM; Like we (in India) have MCA portal similarly in Malaysia it is SSM, and make the suitable payment of prescribed fee for every name applied.

The fully filled application for name availability is to be checked by the SSM and shall process the application, and if the proposed name is available the same shall be approved by the SSM. The validity of the name approved shall be reserved from the date of approval for three months.

2. The documents are required to be submitted for the Incorporation Documents with SSM

The company Incorporation documents are submitted to SSM within 3 months from the date of approval of the company’s name, In case the name is not approved, a fresh application for a name search shall be submitted to SSM.

3. Memorandum and Article of Association: Submit the original, duly stamped copy of Article of Association and Memorandum of association SSM. Stamps to be paid on it are affixed at the Inland Revenue Board’s stamp office.

The name of first directors, secretaries shall be mentioned in the Memorandum and Article of Association. And the subscribers to the company’s shares are required to sign the Memorandum and Articles of Association of the company in front of a witness.

• It must state what is the restriction on the right to transfer the company’s shares,

• Restrictions if any on the number of members to be in the company at maximum,

• It must prohibit invitation to the public to subscribe the shares/debentures or public invitation to deposit money with the company.

4. Statuary Declarations: The director or promoter is required to give the declaration under oath, in the prescribed form, that before the incorporation of the private limited company stating the following:

• The directors /promoters are not a bankrupt; and

• That none of them have been convicted and imprisoned for any prescribed offenses.

Another declaration by the Company Secretary, who was engaged in the company registration in Malaysia process and who has his/her name mentioned in the MOA or AOA that all the requirements pursuant to the applicable rules and regulations of the Companies Act have been complied with. Such a declaration required is to be signed by the company secretary handling the registration process.

• Form 13A that is the Original copy of name application.

• The letter received from the SSM approving the name of the company.

• The copy of the identity proof of every proposed director and company secretary of the company.

On successful completion and submission of incorporation procedures along with the required compliances with the prescribed fee, the SSM shall scrutinize the application and on being satisfied a Certificate of Incorporation is issued by SSM.

Once incorporation is done, the company may require to obtain certain more licenses, permissions, approval from the relevant authorities’ basis the business of the company and the kind of activity the company is indulged into, before the start of the business mentioned in the Memorandum of Association.

Every company in Malaysia is required to be registered with the Goods and Services Tax (GST), after its incorporation if its annual turnover exceeds RM500, 000.

Report this Page