How to Set Up A Business in Malaysia
There are two types of organizations that can carry out business in Malaysia :
- Registered Companies (Companies Act, 1965)
- Firms (Registrar of Business Act, 1956)
Firms need to register with the Registrar of Business, create a partnership agreement and the fee is less than RM100.00.
The following are a few steps that need to be undertaken for Malaysian incorporations:
1. Choose a Name and Request for Company Name Availability – For this, form 13A has to be submitted to SSM for requesting a company name. A search fee also needs to be paid to confirm whether the proposed/chosen name would be available for the incorporation of the said company.
2. Obtain Letter of Approval from SSM – All the documents of incorporation can be filed once the letter of approval is issued by SSM. The validity of the company lasts only 3 months from the DOA (date of approval).
3. File Documents Necessary for Incorporation of the Company – The following documents need to be prepared and submitted to SSM for the company’s incorporation:
- Form 6 – This is a declaration of compliance and its requirement is statutory.
- Form 48A – Every director needs to file one Form 48A as it is a statutory declaration necessary to be filed by a person before they are appointed as the company’s director.
- M&A – The MOA (Memorandum of Association) and AOA (Articles of Association) must be filed after being duly stamped.
MOA and Its Contents – The MOA contains the following:
- The company’s name
- The company’s situation and place of registered office (for example, to set up an office in Kuala Lumpur, the company needs to mention it in this clause)
- Company’s objects including nature of business (maximum 3)
- Limited liability of members
- Amount of authorized share capital, division into number of shares of a set amount
- Association clause(s)
AOA and Its Contents
They define the company’s internal regulations and table A of the 4th Schedule of The Companies Act, 1965 can be adopted.
Stamping Authority and Fee
Malaysia Inland Revenue Board is the stamping authority and RM200.00 is the standard fee for stamping one M&A.
- Letter of Approval From SSM
- Authorized Share Capital Fee Paid to SSM
4. Certificate of Incorporation – After submitting all the above documents, SSM will issue FORM 9 which is the certificate of incorporation of the company. The operations of the company will begin from the date of the certificate’s issuance.
5. Other Forms – These forms must be submitted to SSM within 30 days:
- Form 24 – Return of Shares Allotment
- Form 44 – Notice of the place of the company’s registered office and the office hours
- Form 49 – Return giving details and particulars in register of secretaries, managers and directors.
The first director meeting must be called after incorporation and the following things should be confirmed:
- Chairman of Board should be appointed
- Receive and adopt M&A, incorporation certificate, common seal, register of directors and members, books of minutes, share certificates etc.
- Share allotment
- Determine the place of registered office
- Determine the accounting period
- Auditor appointment
- Transaction of other matters