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Incorporation of Foreign Company

A foreign company may carry on business in Malaysia by either:

• Incorporating a local company with the Companies Commission

of Malaysia (SSM); or

• Registering the foreign company in Malaysia with SSM.

Foreign company is defined under the Companies Act 1965 (CA 65) as:

(a) A company, corporation, society, association or other body  incorporated outside Malaysia; or

(b) 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.

 

A. REGISTRATION PROCEDURES

1. Application of Name Search/

A name search must be conducted to determine whether the proposed name of the company is available for registration. Refer to Government Gazette No. 716 dated 30 January 1997, Gazette (Amendment) dated 11 October 2001, Guidelines for Naming A Company and Guidelines for Application of a Company Name. The steps involved are:

 

(i)  Completion and submission of Form 13A of the CA (Request forAvailability of Name) to SSM.

(ii) Payment of an RM30.00 fee for each name applied.

 

The name to be used to register the foreign company should be the same as registered in its country of origin. Where the proposed company’s name is approved by SSM, it shall be reserved for three months from the date of approval.

 

2. Lodgment of Registration Documents

Registration documents (as further explained in Part B below) must be submitted to SSM within 3 months from the data of approval of the company’s name by SSM, failing which a fresh application for a name search must be done (i.e. steps (i) and (ii) above shall have to be repeated).

 

B.  REGISTRATION DOCUMENTS

The following documents shall be submitted to SSM for registration:

 

(i)   A certified copy of the certificate of incorporation or registration  of the foreign company.

(ii)  A certified copy of the foreign company’s charter, statute or   Memorandum and Articles of Association or other instrument defining its constitution.

(iii) Form 79 (Return by Foreign Company Giving Particulars of Directors and Changes of Particulars).

 

*NOTE:  If the list includes directors residing in Malaysia who are members of the local board of directors of the foreign company, a memorandum stating their  powers must be executed by or on behalf on the foreign company and submitted to SSM.

 

(iv)   A memorandum of appointment or power of attorney authorizing the person (s) residing in Malaysia, to accept on behalf of the foreign company any notices required to be served on such  foreign company.

(iv)   Form 80 (Statutory Declaration by Agent of Foreign Company).

(v)    Additional documents consisting of:

 

• The original copy of Form 13A; and

• A copy of the letter from SSM approving the name of the foreign  company.

C. REGISTRATION FEES

 

Registration fees shall be as per the payment schedule below:

NOMINAL SHARE CAPITAL (RM EQUIVALENT) FEES (RM)

Copy of Authorized Share Capital (Foreign Co) : .

 

 

 

Fees (MYR)

   

Up to 100,000

1000

   

100,001 – 500,000

3000

   

500,001 – 1 million

5000

   

1,000,001 – 5 million

8000

   

5,000,001 – 10 million

10000

   

10,000,001 – 25 million

20000

   

25,000,001 – 50 million

40000

   

50,000,001 – 100 million

50000

   

100,000,001 and above

70000

1. In determining the amount of registration fees, the nominal share capital of the foreign company should first be converted to the Malaysian currency (Ringgit Malaysia) at the prevailing exchange  rate.

2. In the event a foreign company does not prescribe any share  capital, a flat rate of RM 1,000.00 shall be paid to SSM.

D. CERTIFICATE OF REGISTRATION

A certificate of registration will be issued by SSM upon compliance with the registration procedures and submission of duly completed Registration Documents.

 

If any of the described registration documents are in languages other than Malay or English, a certified translation of such documents in Malay or English shall be required.

 

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