Malaysia Company Formation & Maintenance
Types of Malaysia Business & Companies
- One owner
- Unlimited Liability
- Only Malaysian citizens and permanent residents can register this entity.
- You will have to pay an annual fee to the Companies Commission of Malaysia (Suruhanjaya Syarikat Malaysia (SSM)) to keep the sole proprietorship renewed. This type of entity does not need to submit audits or carry out annual filing.
- Two (2) to Twenty (20) owners.
- For example: Professional Firms
- Only Malaysian citizens and permanent residents are allowed to register partnerships.
- The business partners share the profits and liabilities of the company.
- Unlimited liability
Private Limited Company (Sdn Bhd)
- Separate legal entity from the owners.
- Foreigners are permitted to own 100% of the company. However, for some industries, they will need 50% Malaysian ownership. These industries include agriculture, banking, education, oil and gas.
- To establish a private limited company, you would need a minimum of one member and a maximum of 50 members.
Public Limited Company (BHD)
- Public limited companies are usually listed on the stock exchange and is governed by the Securities Commission of Malaysia (“SC”).
- This entity must have a minimum of two shareholders, and the number of members is unlimited. The public limited company must hold annual general meetings and make reports on their financial statements.
- There are two types of limited companies in Malaysia:
1.Limited by shares
2.Limited by guarantee
Companies limited by shares vs companies limited by guarantee
- Company Limited by Shares: The liability of the members of this entity is limited to the amount contributed on their unpaid shares. If the company goes into liquidation or in debt, the members do not have to pay for the company.
- Company Limited by Gurantee: Profits gained from the company will not be distributed to the members of the company. However, profits will be reinvested into the company.
Unlimited Company (Sdn)
- An unlimited company provides unlimited liability to the members and shareholders. If there is any loss or the company is in debt, the members and shareholders will be personally responsible.
- Representative Office
Foreign companies that want to increase their market and understanding of the Malaysian business environment can set up a representative office.
The representative office cannot engage in any business activities that will generate profit, business transactions, cannot sign or enter any contracts, sign deals or undertake any trading activities.
- Foreign Branch Office
An extension of the foreign parent company. The foreign parent company is liable and responsible for all the debts of the branch in Malaysia.
The activities of a branch office must be the same as the foreign parent company.
There must be at least one person residing in Malaysia to act as the branch’s authorised agent. The branch must also register with the SSM before being incorporated in Malaysia.
Limited liability partnership
- A limited liability partnership combines the characteristics of a partnership and a company. It is a body corporate and is a separate legal entity from its partners.
- A limited liability partnership provides asset protection to its partners if the company goes bankrupt or in debt.
- This entity is suitable for small companies or startups.
Incorporation of Malaysia Company
Incorporation of Malaysia Company (Sdn Bhd)
- In terms of requirements, the following information is needed for the business registration of any of these companies in Malaysia:
– proposed company name
– either a private or public company
– proposed business type
– registered office address
– business address
– paid-up capital (minimum of RM1)
– details of directors(s) and promoter(s)
– declaration from directors(s) and promoter(s)
– declaration of compliance from individuals responsible for the incorporation
– additional documents (if any)
- When all steps are completed, SSM will issue a certificate of registration.
- Appoint at least one company secretary within 30 days from the date of incorporation
- To submit Audited Financial Statement with Registrar within 18 months from the date of the incorporation.
Opening of Bank Account
- Corporate bank accounts in Malaysia are also known as a current account, and these accounts offer special facilities that other bank accounts do not.
- Some of the facilities include: Foreign banking, Issuing cheques, Overdrafts
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