SGP

COMPANY FORMATION
회사 설립 서비스 – 말레이시아 [회사의 종류 및 설립절차]2020-07-23T14:42:19+09:00

Sole Proprietorship

A sole proprietorship, also known as a sole trader or simply a proprietorship, is a type of business entity that is owned and run by one individual and in which there is no legal distinction between the owner and the business. The owner receives all profits (subject to taxation specific to the business) and has unlimited responsibility for all losses and debts.

Procedure for Setting up a Sole Proprietorship

Fill in our formation form and provide us with the following information and documentation: –

  • Proposed business name of the sole proprietorship;
  • Date of commencement of business;
  • Business activity code;
  • NRIC Number of owner/managers;
  • Detailed business address of the proposed sole proprietorship business;

Partnership

Partnership

A partnership is a business firm formed by two to twenty partners. Once there are more than twenty partners, the partnership must be registered as a company under the Companies Act 2016.

Limited Liabilities Partnership

A Limited Liability Partnership (LLP) is a vehicle for doing business in Malaysia which combines the characteristics of private companies and conventional partnerships. An LLP gives owners the flexibility of internal rules through agreements between partners.

Procedure for setting up a Partnership

1. Fill in our formation form and provide us with the following information and documentation: –

  • Proposed business name of the Partnership;
  • Date of commencement of business;
  • Business activity code;
  • NRIC Number of owner/manager/partners;
  • Detailed business address of the proposed business;

2. Registration of new business to be done within 30 days from the date of commencement of the business.

3. Business may be registered using a personal name or using a trading name.

Personal nameBusiness name using a personal name as stated in the identity card is not required to apply for business name approval.
Trade nameComplete business name approval form.

4. The registration fee is paid and it is normally registered within 6 working days.

Limited Company

A company is a business entity registered under the Companies Act 2016. It has a legal personality i.e. it has rights to own properties, has perpetual succession and can sue or be sued in its own name.

Private Company limited by shares
Private Limited CompanyThis is a locally incorporated company where the maximum number of shareholders is limited to 50 and a minimum of one director must be permanent residents in Malaysia.
Exempt Private Companywhich has not more than 20 shareholders, and none of the shareholders is a corporation.
Procedure for Setting up a Limited Company
Pre-Incorporation
  • To obtain approval and reserve the proposed name. Upon confirmation of the proposed company name, we will check the company name availability with Suruhanjaya Syarikat Malaysia (“SSM”) or Companies Commission of Malaysia (“CCM”).
  • Details of the proposed Directors*, shareholders and company secretary and the issued/paid-up capital.
    *All companies must have a minimum of one local director (either Malaysian or Malaysia Permanent Resident.)
  • Incorporation procedure will approximately take 5 to 10 working days (online application normally takes 15 minutes after the registration fee is paid.)
  • Company secretary must be appointed within 30 days after the incorporation of the company.
Post-Incorporation
  • The company shall appoint a company secretary within 30 days after incorporation.
  • If required by the company, it may file the constitution of the company after the incorporation of the company.
  • E-Certificate of Incorporation will be issued by SSM or CCM to confirm the registration of your newly established company.
  • Business Information Profile will be purchased from SSM or CCM.
  • Preparation of all relevant Minutes for First Directors’ meetings, the preparation of forms to be filed with the SSM or CCM. The first meeting has to be held within 18 months after incorporation.
  • We will prepare share certificate, common seal and Constitution (if applicable)

Public Company

Public Company limited by sharesA public company limited by shares is a locally incorporated company in which the number of shareholders can be more than 50. A public company involves the company being listed and is governed by the Securities Commission of Malaysia.
Public Company limited by guaranteeA public company limited by guarantee is one which carries out non-profit making activities that have some basis of national or public interest, such as for promoting art, or charity etc.

Foreign Company (Branch)

Foreign company is defined under the Companies Act 2016 as;
  • a company, corporation, society, association or other body incorporated outside Malaysia; or
  • an unincorporated society, association or other body incorporated 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.
Procedure for Setting up a Foreign Company
1. Name Search and Application of Name (The foreign company name which is to be registered in Malaysia should be the same as the name registered in its country of origin.)
2. Application to register A Foreign Company in Malaysia
  • Within 30 days from the date of company name approval, the applicant may submit to SSM:
  • The application made under section 562(1) of the Companies Act 2016, shall be accompanied with a statement by the agent of the foreign company confirming his consent for the appointment.
  • Additional documents consisting of:

    • – A certified copy of the certificate of incorporation or registration of the foreign company;
    • – A certified copy of Memorandum and Articles or other instrument defining its constitution, if available;
    • – A copy of application and reservation for the availability of names, and
    • – A copy of the email for approval notification of reservation of name
  • 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 to be attached.

Representative office

A Representative Office of a foreign company in Malaysia can be used for promotional activities only and it cannot enter into any business transactions either in its own capacity or on behalf of the parent company.

Approval can take 1-2 weeks and will usually be valid for one year. A representative office must re-apply for a continuation of its status after the expiry of the initial period of approval.

Key Features
  • A representative office cannot enter into any business transactions either in its own capacity or on behalf of the parent company.
  • A representative office in Malaysia cannot conclude contracts, provide consultancy for a fee, undertake transhipment of goods, open or negotiate any letters of credit.
  • A Malaysia representative office has the benefit of allowing a foreign company to test out the business environment in Malaysia before committing to any investment decisions.
  • Foreign companies wanting to maintain long term operations in Malaysia will be required to incorporate as legal entities in due course.
Procedure & Requirements for Setting up a Representative Office

In order to apply for the Malaysia Representative Office approval, an application has to be completed. In addition, the following documents are required:

  • A copy of the parent company’s Certificate of Incorporation (in English or an official translation)
  • Parent Company Profile
  • The parent company’s latest annual report and audited accounts (2 years)
  • Copy of passport and 1 passport size recent photo
  • Copies of educational certificates (above high school)
  • Tenancy agreement for business operations address in Malaysia.
  • If the applicant is unable to provide the above-requested documents, the applicant must be written to seek a waiver and provide a set of the company brochures and self-declare the needed information.

All documents must be certified true copy (CTC) by the notary public or commissioner for oaths. Foreign language documents need to be translated to English and certified accordingly. A photocopy of the academic qualification in the original language should also be submitted.