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“foreign company" under the Malaysian Companies Act 2016 (“CA 2016”) means -
- a company, corporation, society, association or other body incorporated outside Malaysia; or
- an unincorporated society, association or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose and which does not have its head office or principal place of business in Malaysia
Every foreign company desiring to carry on business in Malaysia shall register itself as a foreign company under the CA 2016 with the Companies Commission of Malaysia (“SSM” or "the Registrar"). A foreign company registered under the CA 2016 is commonly referred to as a “branch office”.
No foreign company is allowed to register under the CA 2016 to carry out wholesale and retail trade business in Malaysia. All wholesale and retail trade businesses with foreign interests must operate through a locally incorporated company in Malaysia.
- Application for proposed name
The name to be used to register the foreign company should be the same as registered in its place of origin. The application should be accompanied by a copy of the certificate of incorporation or registration (or similar document) of the foreign company in its place of origin.
Fee of RM50.00 is payable to the Registrar for each name applied. The Registrar takes about 1 to 2 working days to process this application. Where the proposed name is approved, it would be reserved for a period of thirty (30) days from the date of lodgement of the application.
- Documents required
The following documents are required for registration:-
- Certificate of Incorporation*
A certified copy of the certificate of incorporation or registration of the foreign company (or similar document) in its place of origin.
- Memorandum and Articles of Association*
A certified copy of the foreign company’s charter, statute or Memorandum and Articles of Association or other instrument defining its constitution.
- List of shareholders or members in Malaysia / its place of origin ^
List of shareholders or members of the foreign company and their particulars.
- Particulars of directors
List of directors of the foreign company and their particulars
A memorandum of appointment or power of attorney authorizing a person who is a resident in Malaysia, to accept on behalf of the foreign company any notices required to be served on such foreign company. The agent in Malaysia is commonly known as “local agent”
- Letter of Undertaking
Written undertaking that the Malaysia branch office will not carry out any wholesale and retail trade in Malaysia.
- Certification of documents must be done within a period of three (3) months prior to the submission date by either:
- Notary public;
- Registrar of companies of the place of origin;
- A director or secretary of the foreign company by affidavit or statutory declaration
If any of the described registration documents are in languages other than Bahasa Malaysia or English, a certified translation of such documents in Bahasa Malaysia or English shall be required. The translation must be certified -
- if done outside Malaysia, by:
- notary public or a translator public duly admitted and sworn in accordance with the law of the place in which the foreign company is formed or incorporated;
- Registrar of companies of the place of origin; or
- a Malaysian consular officer in the place of origin of the foreign company
- if done within Malaysia, by a person approved by the Registrar
“list of shareholders or members” means a list of all of the shareholders or members of the foreign company, provided that if the number of its shareholders or members exceeds five hundred -
- a list of its twenty largest shareholders or members; and
- a certificate by the agent stating that the foreign company has more than five hundred shareholders or members and the full list of shareholders or members is kept at the registered office of the foreign company
- Certificate of Incorporation*
- If the registration application is approved by the Registrar, a notice of registration will be issued by the Registrar. The Registrar takes about 1 to 2 working days to process registration application. The notice of registration is conclusive evidence that the foreign company is duly registered under the CA 2016. An application may be made to the Registrar at a prescribed fee for issuance of the foreign company’s certificate of registration.
A foreign company registered under the CA 2016 must at all times appoint an agent in Malaysia who is a person who is a resident in Malaysia who shall–
- be answerable for all such acts, matters and things that are required to be done by the foreign company under the CA 2016; and
- be personally liable to all penalties imposed on the foreign company for any contravention of the CA 2016 unless the agent satisfies the court hearing the matter that the agent should not be liable.
The foreign company must at all times have a registered office within Malaysia. The registered office is where all communication and notices to the foreign company may be addressed and which shall be open and accessible to the public during ordinary business hours.
|Annual Return||Not later than thirty (30) days from the anniversary of its registration date.|
|Audited Financial Statements||Within two (2) months of its AGM, lodge with the Registrar a copy of the financial statements to that company at the place of its incorporation or origin and a duly audited statement showing the foreign company assets used in and liabilities arising out of its operations in Malaysia.|
|Accounting records||All accounting and other records which will sufficiently explain the transactions and financial position of the foreign company arising out of its operations in Malaysia should be kept in Malaysia|
|Annual Tax Filing||It is compulsory for the foreign company to file tax return with the Malaysian Inland Revenue Board.|
The information in this document is not advice of any kind but general information only and should not be relied on as legal advice. Kensington Trust Group recommends seeking professional advice on legal or tax issues affecting you before relying on it. While Kensington Trust Group tries to ensure that the content of this document is accurate, adequate or complete, it does not represent or warrant, express or implied, its accuracy, correctness, completeness or use of any of the information. Kensington Trust Group does not assume legal liability for any loss suffered as a result of or in relation to the use of this document. To the extent permitted by law, Kensington Trust Group excludes any liability for negligence, for any loss, including indirect or consequential damages arising from or in relation to the use of this document.