bannarTop

GLOBAL INFO

Malaysia

COUNTRY:

MALAYSIA

QUESTION:

ANSWER:

1.      What are the main company forms in your country?

A company limited by shares.

Smaller businesses are also run as registered partnerships or sole proprietorship.

 

2.      Which is the most preferred company form by foreign investors?

A private limited company (‘Sendirian Berhad’ or ‘Sdn. Bhd.’).

3.      What are the basic capital requirements of this company? (minimum amounts, types of capital, deadline of capital contribution)

The minimum paid up share capital requirement to incorporate a private limited company is Ringgit Malaysia Two (RM2.00) only.

 

A capital contribution can be paid in cash or provided as in-kind contribution however the initial two (2) subscriber shares of RM1.00 each is always treated as in cash.

 

Capital contributions must be made prior to the issuance of shares in order for the shares to be considered fully paid up or where the shares are to be paid up in stages, at the time of each such call for capital contribution.

 

4.      What are the basic rules of shareholders liability for company debts in this company?

 

The liability of the shareholders is limited to the amount uncalled in respect of shares they hold in the company. They have no personal liability beyond that and would have no additional liability where the shares have been fully paid up for.

 

5.      What are the basic management requirements for this company? (only natural persons, or nationals can be managers etc.)

A company must have appointed at least 2 directors who each has his principal or only place of residence within Malaysia to constitute a board of directors and the minimum requirements for directorship are that the person must:-

a)     be a natural person;

b)     of full age (18 years old and above);

c)     of sound mind; and

d)     not disqualified under the Companies Act 1965 (for reasons such as being an undischarged bankrupt, convicted of certain offences relating to formation of company or fraud/dishonesty, exceeding the age of 70, etc.).

 

6.      How long does the registration procedure of this company take?

The registration procedure takes approximately 14 working days from the date of submission provided the company’s name is duly approved and all necessary information and documents required by the Companies Commission of Malaysia have been duly provided

.

7.      What are the main costs of formation of this company in local currency?

The cost of registration of a foreign company in Malaysia is calculated based on the company’s nominal share capital. The tabulation of the calculation of the cost is as herein below:-

(a)   where the nominal share capital of the company is up to RM400,000.00, the fee chargeable is RM1,000.00;

(b)   where the nominal share capital of the company is between RM400,001.00 to  RM 500,000.00, the fee chargeable is RM3,000.00;

(c)   where the nominal share capital of the company is between RM500,001.00 to RM 1 million, the fee chargeable is RM5,000.00;

(d)   where the nominal share capital of the company is between RM1,000,001.00 to  RM 5 million, the fee chargeable is RM8,000.00;

(e)   where the nominal share capital of the company is between RM5,000,001.00 to  RM 10 million, the fee chargeable is RM10,000.00;

(f)     where the nominal share capital of the company is between RM10,000,001.00 to  RM 25 million, the fee chargeable is RM20,000.00;

(g)   where the nominal share capital of the company is between RM25,000,001.00 to RM 50 million, the fee chargeable is RM40,000.00;

(h)   where the nominal share capital of the company is between RM50,000,001.00 to RM 100 million, the fee chargeable is RM50,000.00; and

(i)     where the nominal share capital of the company is between RM100,000,001.00 and above, the fee chargeable is RM70,000.00.

 

8.      What is the average attorney’s fee of the formation of this company in local currency?

The average attorney’s fee for attending to a formation of a company would be between RM2,000.00-RM3,000.00 depending on issues/queries arising during the incorporation stage.  Should there be extensive and specific drafting of Memorandum and/or Articles of Association required, further additional costs may be incurred on a time cost basis (typically we expect this to be in the region of RM2,500.00-RM5,000.00).  The latter cost is avoided if the template in the Companies Act 1965 for Articles of Association is adopted.

 

9.      What are the basic publicity requirements of this company (filing of company changes, financial reports, etc.)

There are extensive filing obligations on each company.  Each appointment of director is subject to the filing of prescribed forms with the Companies Commission and the appointment is only effective upon filing. All charges must be registered with the Companies Commission.  Each company must also hold an annual general meeting each year and pursuant thereto file audited accounts and an annual return.

 

10.   What are the main auditor requirements?

Under the Companies Act 1965, each company must appoint or reappoint an auditor at its annual general meeting.