Suruhanjaya Syarikat Malaysia, SSM, also commonly known as Companies Commission of Malaysia, is said to the sole statutory body responsible for regulating and monitoring business incorporation and businesses within Malaysia.
It can be stated that all business entities that have already been incorporated or going to incorporate in future or is currently under incorporation procedure must go through under authentic surveillance steps initiated by the SSM.
SSM company registration steps and procedures are one topic that is highly cherished by many business owners and foreign investors from various nations.
SSM is allocated under the Ministry of Domestic Trade and Consumer Affairs (KPDNHEP) to initiate incorporation of various business companies, register businesses and maintains appropriate compliance between business company registration and corporate legislation through several enforcement and sorting activities.
The activities or role of SSM just doesn’t limit to what mentioned till now. They also play initiative and major roles regarding SSM company registration laws, company infrastructure, company name approval, licenses and permits, articles approval and many more.
Being the only sole corporate body assigned by the Malaysian Government SSM also play a vital role on acknowledging and providing vivid information required by the public in Malaysia and all around the world regarding company registration and business.
An information center, Companies Commission of Malaysia Training Academy (COMTRAC), was established in April 2007 by SSM to train and educate all sort of corporate bodies appointed in a Business Company which involves the directors, secretaries, management figures, employees, auditors, entrepreneurs, innovators and other company members with SSM’s functions, laws and regulations regarding business strategies stipulated under the Companies Commission of Malaysia Act 2001.
In today’s date, Malaysia is considered a prime business-oriented country with sorted resources, facilities and profit-making initiatives that they bring in for thousands of business owners and investors from various nations around the world.
To acquire more attention of investors towards Malaysia Business the SSM Company registration was reviewed at the year of 2003.
Simplifying SSM company registration policies to maximum for investors to understand and adapt easily plus reduction of the total cost of SSM company registration are the two main reasons for reviewing the Companies Act 1965 on 2003.
The main vision and mission of Companies Commission of Malaysia (SSM) are to train and educate all sort of company corporate figure-heads i.e. directors, secretaries, management figures, employees, auditors, entrepreneurs, innovators and other company members with SSM company registration policies stipulated under the Companies Commission of Malaysia Act 2001.
From March 2018 these Academy for education and training purposes is named COMTRAC & Knowledge Management Division.
The SSM Company Registration authentic body corporate takes several steps for inspection and enforcement to ensure subsequent compliance maintained between business registration and corporate legislation.
If any of the business companies or their respective owners try to make a cheap run or disobey any of the policies and regulations initiated by the Companies Commission of Malaysia Act 2001, they will be strictly punished – Cancellation of Business License, Ransom Charged and can even be jailed as per level of crime committed.
Being the only authorized body as corporate governance in Malaysia, SSM shows no mercy for Businesses or owners who try to disrupt regulation initiated for SSM Company Registration in Malaysia.
As a potential investor, you should know that you have the options of registering basically three types ofcompany in Malaysia. You can register a company limited by shares, or you can choose a company that is limited by guarantee and lastly a company defined as unlimited by law. Whichever type of company you intend to register, it will be authorized by the Companies Act 2016 in Malaysia.
Your company must contain the basic features as outlined by the Act. First and foremost, the company must have a name. It should be consisted of a single or multiple members. For a company limited by shares, it must have one or multiple number of shares. Lastly, company should feature one or more than one directors to operate lawfully in the country.
In Malaysia, you will find that there are two types of limited liability companies operating effectively. Firstly, you have a company limited by shares and secondly, a company limited by guarantee. The nominal value of the shares a person holds will define his or her personal liability in a company limited by shares. For a company limited by guarantee, the personal liability will not exceed the amount stipulated in the Memorandum and Articles of Association. The provisions of the Companies Act 1965 deal exclusively with the prerequisites for registering a company limited by shares in Malaysia. In a private limited liability company, the general public is not permitted to own the shares of the company.
When you intend to register a company limited by shares in Malaysia, you must remember that the business form must be up to the standards spelled out in the Companies Act 1965. Your company’s trading name must have the words “Sendirian Berhad” since you are applying for a private limited liability company.
The prerequisites of registering a company limited by shares state that: your company is obliged to have a minimum of two shareholders as specified in the Section 14 of the Companies Act. As per Section 122 of the Companies Act, you must appoint a minimum of two directors for your company. It is mandatory on your part to employ a company secretary and that person must be approved by the Companies Commission of Malaysia or SSM. A member of a professional body can also be your company secretary if only the body is approved by the Minister of Domestic Trade Cooperative and Consumerism.
The fundamental requirement for incorporating a private limited liability company under the Companies Act 2016 states that at least a single director and a promoter’s main place of residence must be in Malaysia and should generally live in the country.
The Incorporation process for a Sendirian Berhad (Sdn Bhd) commences with the application for name search. This application will establish whether the proposed name of your company is available or not. When you apply for your Sdn Bhd’s name, remember to refer to the Government Gazette No. 716 published on 30 January 1997. You will also need to go through the Gazette (Amendment) of 11 October 2001 as well as the Guidelines for Naming A Company for your purpose. Lastly, the Guidelines For Application Of A Company name will come in handy when you register your company’s name.
The Form 13A CA must be filled up properly and submitted to the Commission. For every name you choose to apply, you are required to a charge of RM 30 only. Once your proposed company’s name is accepted by the Commission, it will be held in reserve for three months from the date of acceptance.
For the next procedure, you are required to submit the Incorporation Documents at the SSM not later than three months from the date of acceptance of your company’s name by the Commission. In case you fail to do so, you will have to file for a fresh application according to the process mentioned above.
The incorporation information you are required to submit to the SSM must contain the points outlined below:
i) The proposed company name
ii) The status of a private company
iii) The proposed type of business
iv) The address of registered office
v) The business address
vi) Complete details of directors(s) and promoter(s)
vii) Declaration from directors(s) and promoter(s)
viii) Declaration of compliance from individuals responsible for incorporation
ix) Additional Documents (if any)
The complete package of Incorporation Documents you have to provide the SSM includes the Memorandum and Article of Association, Form 48A which is a legal proclamation by a director or promoter prior to appointment and Form 6 which is a declaration of compliance signed by the company secretary. There are three additional documents to need to submit, one of which is a original duplicate of Form 13A, a photocopy of the letter given by SSM when your company name was approved and a copy of the identity card of every director of your Sdn Bhd as well as your company secretary’s.
When you apply for the incorporation of your Sdn Bhd, you must pay the registration fees according to the authorized share capital you intend to invest. The complete breakdown of the registration fees is given below:
Authorized share capital (RM)
Up to 400,000
400,001 – 500,000
500,001 – 1 million
1,000,001 – 5 million
5,000,001 – 10 million
10,000,001 – 25 million
25,000,001 – 50 million
50,000,001 – 100 million
100,000,001 and above
Once you have completed the incorporation process properly and submitted the incorporation documents according to their requirements, the SSM will issue you a Certificate of Incorporation.
Upon the completion of the incorporation process, it is essential for you to open a business bank account and register with the appropriate authorities in Malaysia. It is obligatory for you to file for registration of your employee’s retirement fund, human resource developing and training as well as social security. You will need to set up your company’s Annual General Meeting (AGM) according to the type of company you have incorporated with the SSM. The annual return must be submitted not later than 30 days from the anniversary of the registration date of your company. For the purpose of filing tax returns, you will need to register your company with the Inland Revenue Board when your business is up and running.
In case you have to update your company’s information like a change of address or shares, you will need to follow the procedure stipulated by the SSM. For this purpose, you will be greatly aided by the range of services provided by MyCoID 2016. The updating of information can be carried out at the SSM headquarters in Kuala Lumpur, its state or branch offices around the country.
By definition, the main liability of the members of a company limited by guarantee (CLBG) is restricted by the constitution to the amount members agree to provide for the assets in case the company faces termination. As a public company, a CLBG needs a license from the Ministry of Domestic Trade, Cooperatives and Consumerism to own land or property in Malaysia. You can register a company limited by guarantee with or without the word “Berhad” or “Bhd” according to the Companies Act 2016 (CA 2016).
In order to register a new company in Malaysia that’s limited by guarantee, you need to file an application with a constitution to the office of the Registrar under section 45 of the Companies Act 2016. The purpose of establishing a CLBG is clearly defined by the Act. As a result, the objective of your CLBG will be to promote science, or art, or religion, charity, commerce or industry, pension programs or any activity beneficial for the country in the context of health, education, environment, research, sports or society as a whole. The CLBG can also offer amusement or recreation and for clarification, the objectives mentioned above cannot be accomplished by any other type of company.
You can become a director or founder of a CLBG if you are deemed fit and appropriate by the Registrar and must be considered eligible under the Companies Act 2016. The Registrar holds the exclusive authority to judge whether your experience and aptitude are appropriate for the role you intend to fulfill. The Registrar would take in account your reputation in the society as well as your character. Finally, you will need to pass the security test conducted by the Register as well as the safety filter carried out by the Royal Malaysian Police or other organizations to be a founder or director of a CLBG. The Registrar will approve your application as a director only after it is satisfied that you are fit and suitable for the post and possess the necessary credentials.
The constitution of a company limited by guarantee must contain the points outlined below:
(a) The name of the company
(b) The purpose of the company
(c) The amount members agree to provide for the assets in case the company faces termination
(d) The full names, addresses and professions of the subscribers
(e) A statement that confirms that the subscribers are willing to establish a company to uphold the constitution
The constitution must be presented at the office of the Registrar to complete the process of registration. A CLBG also has the option to accept a model constitution arranged by the Registrar. The Registrar must give its approval before you can change any clause of the constitution.
You may be asked by the Registrar to provide segmental reporting in addition to the financial statements of your CLBG. Under the law, none of the directors or members of a CLBG are allowed to utilize the company’s finances for any illegal or political activities in Malaysia. The basic requirements state that you cannot set up new directors or pay remuneration or fixed allowances to the directors without securing prior approval of the Registrar. You are obliged to make use of the profits for the objectives in setting up the company. You are not permitted to ask for any type of donation from the public and collect money from them. You must act in accordance with the provision stated in the constitution constantly under all circumstances.
If a CLBG intends to remove the word “Berhad” or “Bhd” from its business name, an application must be sent to the Minister to attain a license for this purpose. The word “Berhad” or “Bhd” must be removed if the CLBG wants to have the words “Yayasan” or “Foundation” in its name. It is the Minister’s discretion to enforce any terms and conditions necessary while the application is approved. The license will be cancelled if the CLBG violates the terms and conditions imposed by the Minister.
In today’s date “Malaysia Business” has been considered as a vital topic to look into for many business owners around the world.
Due to the variety of business opportunities and their immense positive outcomes, Malaysia Business has eventually dragged in the interest of many business investors to invest in Malaysia both large and small scale within the country.
The country and its government are trying their best to make their business sectors more lucrative, profitable, reliable and easy to begin for these foreign investors who come up with a vision of doing business in Malaysia.
Malaysia, a country with opportunities and promises for those who can dream. The country is considered to be one of the prime developing countries among all other Asian countries in the globe.
The country has developed itself in every possible sector it can. The economic growth of the country in the past few decades is considered to be highly appreciated and is kept constant for a longer period of time.
Types of business opportunities
The variety of business opportunities plus the high growth of foreign manpower along with their investments in both small and large scale is eventually enhancing the economic scale of the country.
Gas, It, Oil, Construction and few others are said to be the prime sectors for investments in Malaysia Business.
Although there are many other business sectors related to garments, education centers, restaurants, hotels, jewelry, shopping malls, personal business, hardware sectors etc where the foreign investors can invest in to make a good profit.
Restaurants, Food Courts and Hotel business are given high priority when it comes up to Malaysia Business due to a large number of tourists visit the country every year from all over the world.
Well, it is not always easy to start off up a new business for anyone in any foreign location. One should have a clear vision about their business plan, the country in which they intend to do business in and the investment scales must be taken in high consideration.
For business investors all over the world, Malaysia or Malaysia Business is said to be the most perfect choice of all because of three major facts.
They are DEVELOPED INFRASTRUCTURE, REASONABLE COSTING & HUGE MARKET POTENTIALS.
The business investors are always suggested to gain as much as the knowledge they can over the country and it’s different business sectors in which they plan to do business in.
Valid and vivid knowledge about Malaysia and Malaysia Business will surly lead these foreign investors to success, as they come investing a good sum of fortune within the country to live up to their desired dream.
Often wrong steps regarding company registration, business plans, licensing issues, less investigation of the market and customers lead these foreign investors and their family future to a dreadful situation.
This article will outlet few steps and conditions that must be taken in account by the foreign investors with a dream of starting a business in Malaysia.
As per Companies Act 1965 (CA 65) a foreign firm can be defined as a corporation, association or a company that is incorporated outside Malaysia. They can also be defined as an unincorporated firm or business entity which has the capability to sue or get sued, acquire property of its own in the name by the secretary, directors or other officials who are duly appointed by the company itself and most important the business firm is said to have its principal or head office outside of Malaysia.
SOME IMPORTANT FACTS TO BE TAKEN IN CONCERN
A. REGISTRATION PROCEDURES
1. Application of Name Search The need of regulation of name search is mainly performed to see if the proposed name given by the firm is available to be accepted by certain body of authority in Malaysia. The steps to be taken are given below:
(i) Form 13A of the CA must fully completed with accurate details and submitted (Request for Availability of Name) to SSM.
(ii) A payment of RM30.00 has to be made for each proposed name applied.
* Once SSM approves the name proposed by the foreign firm for registration, it is kept restrained for at least 3 months from the date of approval. 2. Registration Documents and its Lodgment:
Once the proposed name is approved by SSM it is important that all registration documents and legal papers must be handed over to SSM within 3 months from the data of approval. A entire fresh application for a name search should be performed again for failing to provide the asked documents within restricted time. B. REGISTRATION DOCUMENTS AND OTHER LEGAL PAPERS. Documents or legal contents that must be submitted to SSM for registration are given below: (i) Certified or authorized document of the certificate of incorporation or registration of the foreign firm. (ii) Certified or authorized do of the foreign company’s sanction, law or memorandum and other related issues that defines the association in separate. (iii) Form 79 (Fully completed and provided with all valid information) (iv) An authorized appointed memorandum or power of attorney in the name of the person (s) residing in Malaysia, who will be able to accept on behalf of the foreign firm itself any notices, warnings or announcement is issued to the firm itself. (iv) Form 80 (Statutory Declaration by Agent of Foreign Company). (v) Other additional documents i.e. the original copy of Form 13A, copy of the letter issued by SSM on the approval of the proposed name by the foreign firm etc. C. REGISTRATION FEES Registration fees shall be as per the payment schedule below:
NOMINAL SHARE CAPITAL (RM EQUIVALENT)
Up to 100,000
100,001 – 500,000
500,001 -1 million
1,000,001 – 5 million
5,000,001 – 10 million
10,000,001 – 25 million
25,000,001 – 50 million
50,000,001 – 100 million
100,000,001 and above
Some important facts to be taken in consideration:
The amount of registration fees (for consoling), the official capital and shares of the foreign firm must be converted to the Malaysian currency (Ringgit Malaysia).
Conditions In certain cases and the foreign business organization does not allocate any share capital, a flat rate of RM 1,000.00 must be paid to SSM.
D. COMPLETETION AND CERTIFICATE OF REGISTRATION Once all the documents and paper works with valid information is provided to SSM by the foreign company, they will issue an authorized certificate of registration in the proposed name of the foreign firm or the business entity.
Before a business will wrongfully begin in operation, businesses square measure needed to adjust to some type of licensing, that might be a general license, Associate in Nursing industry/sector specific license or activity specific license. Business licenses square measure needed by the legislation and administered by numerous government agencies, statutory bodies and native authorities. Business licenses includes registrations, approvals, licenses and permits. The compliance necessities vary by trade, enterprise and site.
Business licenses may be categorized into three completely different logical teams, namely:
Sector trade Specific licenses
Activity Specific licenses
General licenses square measure licenses that square measure needed and shall be applicable once the capitalist has set to start out a business in Malaysia.
List of General licenses, which can be applicable to any business, include:
Company and staff revenue enhancement Registration
Employees Provident Fund
Social Security Organization
Human Resources Development Fund
Business Premise Licenses and construction Licenses
Businesses in Malaysia square measure needed to use for business premise licenses and construction licenses from the various State Authorities. the wants for the appliance might vary in line with every government agency.
Sector / Industry-Specific Licenses
Sector/Industry Specific licenses square measure licenses distinctive to a selected trade or sector that square measure such that by the govt. This involves major policies that controlled the event of bound industries or sectors in line with the event policy of the country.
Examples of Sector/Industry Specific licenses are:
Licenses associated with the producing Sector
A company with a paid capital/shareholder’s fund not surpassing RM2.5 million or work force but seventy-five folks might apply for a confirmation letter that the corporate is exempted from producing license approval. The individual ought to submit a replica of kind ICA ten at the side of a replica of the subsequent documents: – note and Articles of Association
– Certificate of Incorporation (Form 9)
– Registered Address (Form 44) For any data, please visit at MIDA’s website
Licenses associated with the Wholesale, Retail Trade
The most typical license needed for a distant in hand company is Wholesale, Retail Trade (WRT) License. This WRT license is applicable to any Foreign Participation (foreign equity at 51 and above) within the Malaysia Distributive Trade Services embrace wholesalers, retailers, suppliers, direct sellers, franchise practitioners, WHO channel their merchandise within the domestic market, and commission agents or alternative representatives together with those of international commerce corporations. The WRT license is needed by all the same business sectors before they will apply for an expert working papers. For WRT, the minimum paid up capital demand is RM 1 million, with company fully setup i.e. with business premises supported with valid agreement, abidance, connecter and etc. Can you see official gateway of Ministry of Domestic Trade, Co-operatives and Consumerism (MDTCC) for any details on WRT License
Licenses connected with the Telecommunication Sector
Licenses connected with the Broadcasting Sector
Licenses connected with the Oil Exploration Sector
When someone open a company in Malaysia, Chamber of Commerce want to explore that and develop upstream oil and gas reserves in Malaysia square measure needed to sign a production sharing agreement with Malaysian state company Petronas. For any data, please visit at Petronas web site
Licenses associated with the development
All corporations concerned in Building and Construction should acquire a license from the development trade Development Board (CIDB) before incorporating in Malaysia and before enterprise any construction and connected activities within the country. For any data, please visit at CIDB’s website
Licenses associated with the Banking Sector
Under the Banking and money establishments Act, 1989, the Malaysian financial organization licenses and regulates businesses like banking, cash broking, discount homes, provision of credit and finance, bourgeois banking, deposit taking and bound alternative money businesses. For any data, please visit at Bank Negara’s website
Activity specific licensing
Activity specific licensing square measure licenses that regulate explicit activity and will be applicable to 1 or additional Industries or Sectors. This class of license needs capitalist to adjust to sets of specific tips designed to guard the interest of the subject, employment, safety of staff, surroundings and general public.
Examples of Activity Specific Licenses are:
Certificate of Fitness for Certified Machinery
Approval for Expatriate Post
Approval to install/recite/alter pollution management instrumentation (bag filter and chimney)
Building arrange Approval
Sales Tax License
The higher than data could be a general guide towards creating the initial steps, call and designing for the meant business by potential investors and business homeowners.
Want to grasp your licenses? Go to our official website for any types of Business Guideline
“foreign company” underneath the businesses Act 2016 (“CA 2016”) suggests that –
a company, corporation, society, association or alternative body incorporated outside Malaysia;
an unorganized society, association or alternative body that underneath the law of its place of origin could sue or be sued or hold property within the name of the secretary or alternative workplace of the body or association punctually appointed for that purpose and that doesn’t have its head office or principal place of business in Malaysia.
Every foreign company assuming to continue business in Malaysia shall register itself as a distant company underneath the CA 2016 with the businesses Commission of Malaysia (“SSM” or “the Registrar”). a distant company registered underneath the CA 2016 is usually said as a “branch office”.
Kensington company Services (Malaysia) Sdn. Bhd. could be a management services company in Malaysia and is in a position to help you with registration and administration of your branch workplace.
No foreign company is allowed to register to hold out wholesale and retail trade business in Malaysia. All wholesale and retail trade businesses with foreign interests should operate through a regionally incorporated company in Malaysia.
AGENT IN MALAYSIA
A foreign company should associate respect} times appoint an agent in Malaysia UN agency could be a person UN agency one could be a resident in Malaysia who shall –
be in command of all such acts, matters and things that area unit needed to be done by the foreign company underneath the CA 2016; and
be in person prone to all penalties obligatory on the foreign company for any dispute of the CA 2016 unless the agent satisfies the court hearing the matter that the agent mustn’t be
The foreign company should in the least times have a registered workplace among Malaysia. The registered workplace is wherever all communication and notices to the foreign company could also be addressed and that shall be open and accessible to the general public throughout normal business hours.
CORPORATE revenue enhancement IN Malaysia ON BRANCH workplace
A Branch workplace is taken into account and taxed as non-resident company. it’s not eligible for any native tax advantages / incentives.
Tax rate of pure gold on profits due to the branch.
ANNUAL OBLIGATIONS OF BRANCH WORKPLACE
Filed with the Registrar every year not later than thirty (30) days from the day of its registration date.
Audited money statements
Within 2 (2) months of its AGM, lodge with the Registrar a replica of the money statements to it company at the place of its incorporation or origin and a punctually audited statement showing the foreign company assets utilized in and liabilities arising out of its operations in Malaysia.
All accounting and alternative records which is able to sufficiently make a case for the transactions and money position of the foreign company arising out of its operations in Malaysia ought to be unbroken in Malaysia
Annual official document
It is mandatory for the foreign company to file official document with the Malaysian administrative body Board.
Contact with us for registering your Malaysia Business
S & F CONSULTING FIRM LIMITED__________ Email: firstname.lastname@example.org Address: A-15-03 Tropicana Avenue, No 12 Persiaran Tropicana, Tropicana Golf & Country Resort PJU3, 47410 Petaling Jaya, Selangor, Malaysia.
CALL US FOR MORE DETAILS
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