MALAYSIA
Overview of Malaysia companies
CORPORATE
| Type of Offshore Company | Private Limited Company |
|---|---|
| Type of Law | Companies Act 2016 |
| Allowed Business Activities | – |
| Local Registered Office/ Agent Required | Yes |
| Change of Domicile | Yes |
| Shelf companies Available | Yes |
| Language of Documents | English |
| Name of Company | English |
| Corporate Seal | A metal corporate seal is optional |
DIRECTORS
| Eligibility | Any person aged 18 years and above |
|---|---|
| Minimum Number of Directors | 1 (individual and no body corporate) |
| Disclosure to Authorities & Public | Yes |
| Residence Required | At least 1 director must be residing in Malaysia |
| Nominee Director Available | Yes |
| Location of Meetings | Anywhere |
COMPANY SECRETARY
| Secretary Required | Yes, Local (must be residing in Malaysia). Can be provided by Korchina TNC |
|---|
SHAREHOLDERS
| Minimum number of shareholders | 1 |
|---|---|
| Maximum number of Shareholders | More than 20 to 50 for Private Company |
| Eligibility | Any person of any nationality or body corporate |
| Disclosure to Authorities & Public | Yes |
| Nominee shareholders available | NA |
| Annual General Meetings | Required |
| Location of Meetings | Malaysia |
SHARES
| Minimum Number of shares | 1 |
|---|---|
| Maximum Number of shares | Unlimited |
| Bearer Shares Permitted | NA |
| Classes of shares permitted | Ordinary shares, preference shares, redeemable share and shares with or without voting rights. |
SHARE CAPITAL
| Permitted currencies | Ringgit Malaysia (RM) |
|---|---|
| Minimum paid-up share capital | RM1.00 |
| Maximum share capital | Unlimited |
| Recommended share capital | Min. RM1.00 |
| Requirement to be paid up | No |
Restrictions on Name
- Names which are identical to a sole-proprietorship / partnership name or to that of any other company, corporation, limited liability partnership or limited partnership
- Names which are identical to a name being reserved under the Business Registration Act, the Companies Act, the Limited Liability Partnerships Act or Limited Partnerships Act
- Names which the Minister has directed the Registrar not to accept for registration e.g. “Royal”, “King”, “Queen”, “prince”, “Princess”, “Crown”, ‘Regent”, or “Imperial”;
- Undesirable and unacceptable
Financial Statement Requirements
Every Malaysia companies must prepare annual audited financial statements and appoint an auditor within 18 months from the date of incorporation and, who must be a member of the Malaysian Accounting Standards Board and hold a practising certificate. Subsequently, audited financial statement must be prepared within 6 months of the company’s financial year-end. However, under the amended law, it is not mandatory for dormant companies, Zero-Revenue Companies and Threshold-Qualified Companies whose revenue not exceeding RM100,000 and its total assets do not exceed RM300,000 to have their accounts audited. The company must keep accounting records, which may be kept at the registered office address or elsewhere at the discretion of the directors.
Annual Filings/ Requirements
- Filing of Annual Return (must be filed with the Registrar not later than 30 days from the anniversary of its incorporation date)
- Audited/Unaudited Accounts
For a public company listed or quoted on a Bursa Malaysia:
Accounts presented at the AGM shall be made up to a date not more than 4 months before AGM
In case of any other company:
Accounts presented at the AGM shall be made up to a date not more than 4 months before the AGM
- Filing of Corporate Tax (tax computation and LHDN Income Tax Form)
- Renewal of Business Registration (for sole proprietorship and partnership)
Malaysia Income Tax System – Key Facts
- Income tax in Malaysia is imposed on income accruing in or derived from Malaysia except for income of a resident company carrying on a business of air/sea transport, banking or insurance, which is assessable on a world income scope.
- Income attribute to a Labuan business activity of Labuan entities including the branch or subsidiary of a Malaysian bank in Labuan is subject to tax under the Labuan Business Activity Tax Act 990 instead of the Income Tax Act 1967. A Labuan entity can make an irrevocable election to be taxed under the Income Tax Act 1967 in respect of its Labuan business activity.
Classes of income
- Gains or profits from a business;
- Gains or profits from employment;
- Dividends, interest or discounts;
- Rents, royalty or premium
- Pensions, annuities or other periodical payments not falling under any of the foregoing classes;
- Gains or profits not falling under any of the foregoing classes.
For personal taxes, the tax year is the normal calendar year i.e. January 1 – December 31. Deadline for filing a personal tax return is before 30 April of the following year. For corporate taxes, a company is free to decide on its financial year. Deadline for filing a corporate tax return is within 7 months from its financial year-end.