How to register a company name? Full guidelines for Company name selection


How to register a company name in Malaysia

Here are the most effective guidelines for company name registration in Malaysia. To register a company name, you can also follow this instruction. Actually, all business name registrations process managed & approved by the SSM (Companies Commission of Malaysia). Hopefully, this articles information helps you to get knowledge on that types of documents needed to register a Malaysia company? And What should you do for registering your company name as a trademark or etc! Description below.

Introduction

The company name established by a business firm is mainly used to identify or introduce the business itself. The business name or the company name can be categorized into two groups:

  • Personal name: is the name used in the identity card. This type of name used to register company name do not require approval or reviewing. Example Mozahidul Islam Co., Lee Sharon etc.
  • Trade Name: The trade name is a name given to by business owners and investors to locate their business firm as an individual company within a nation. The Registrar of Business of the sole authorized body for company name registration Companies Commission of Malaysia (SSM) has to approve this business name for incorporation. Example S & F Consulting Firm Limited.

Company Name Application procedure

  • Application for company name for a business entity must be done by using a PNA42 form. The application form must be filled with all valid details as asked in the form.
  • If the desired proposed name given by the company owners or the sole investors requires the approval of the Minister, the applicant must attach supporting documents that is necessary for name approval.

Guidelines to conduct business name application in Malaysia (Comply with the law/Act)

A desired proposed business/company name should not stand against the constitution, law and cannot have negative elements. The desired proposed name for a Business entity cannot contain prohibited words under these laws:

  1. Rule 15 conducted by Business Registration Rules 1957.
  2. Government Gazette No716 conducted by Companies Act 1965.
  3. Act of other laws on prohibition of using words without approval of governing and regulating party.

Read Also : Process of company registration in Malaysia

The principles of naming a business company in Malaysia:

Usage of appropriate language& spelling.

(a) The desired proposed business or company name must use correct language and spelling. One can use both Bahasa Malaysia and English to name their business firm to illustrate the type of business. Eg: Koli Construction not Construction Koli

(b) If the desired proposed business name contains a fictitious word that is not Bahasa Malaysia or English, the meaning of the word must be given.

  1. A business name cannot be too general. The desired proposed business name must have its own identity and should not be very common. Names are considered general when using common words Eg: Technology Resources
  2. The desired proposed business name cannot resemble another business name that has been registered or is kept under SSM authority for safekeeping.

A business name or a company name is said to be identical or similar to another business entity if it is distinguished by the following words or symbols:

business name or a company name registration
  1. The symbol “&” or the letter “N”, or the word “dan” or “and”
  2. The usage of the symbol “.” (full stop),”-“ (dash)
  3. Business name that contains words that has a similar meaning; Eg:Builder= Build
  4. Comparison in plural and singular words;
     Eg: ABC Services = ABC Service
  5. The limitation to the use of the word “New” Eg: Blue Showers Trading = New Blue Showers Trading
  6. The desired proposed name of a business company is stated to be different and not identical to the name of another business company if there is a difference in letters or texts within the name initiated.
  7. Combined common words are considered if the whole name of the business company is not said to be similar. Eg: LilianMaju Services not Lilian Jaya Services

Vulgar, insulting or misleading words or names in terms of identity and object:

The desired proposed names given for a business entity should not contain:

  1. Elements of obscenity, insults or profanity by any means.
  2. A trading name is said to be confusing in terms of identity and object if the trade name is not related or in line with nature of the business.

Comply to Certain Prescribed General Principles

(a) Words related to religious or religious elements are not allowed

(b) The usernames for a business entity is allowed in the following circumstances;

  1. Usage of names of renowned figures.
  2. Usage of names associated with historical figures such as IbnuSina, Marco Poloetc
  3. Usage of names that refer directly to the sole business owners.
  4. Usage of the owner’s full name is only allowed in a case when the business name contains titles such as Prince/Princess/King.

(c) Usage of names containing confusing words as an identity such as “Company”, “Corporation”, “Body”, “Club” etc is not permitted.

(d) Usage of names of statutory bodies, government companies or related agencies, including;

  • Abbreviations of institutions Eg:
  • UPM, UUM, USM, UIA, UNIMAS, UMS, UIAM, UPSI, UMT, UMP, UTEM etc.
  • Abbreviations of the Federal or State government agencies and GLCs Eg: SSM, CCM, JKR, JPA, JPM, BNM, KPDNKK, SEDC, PKEN, SIRIM,TNB, PNB, FELDA etc.

(e) The usage of controlled and restricted words is not allowed.

(f) Business Names related to activities by employment agencies or by profession are not allowed:

Eg: Architect, Engineer, Doctor, Pharmacists etc.

(g) Using the symbol “&” or the letter “N” to replace the Word “and”; Eg:

  • The symbol full stop“.”
  • The symbol “- “(hyphen).
  • The symbol “()” brackets.
  • The symbol “ ’ ” ( “apostrophe”)

(h) The use of numbers is allowed for certain aspects.

(i) The use of letters/alphabets is allowed for certain aspects.

Eg: ABCY Construction, ABCY Trading

(j) The use of word “Malaysia” or a state at the beginning of the proposed business name is not permitted unless approved by the Federal / State Government or itself is a body of the Government Party.

Eg: Malaysia Aircraft Trading

(k) When using a combination of names gazette containing words, the business name has to be approved from the Ministry.

Eg: Royal Hotel

(l) Using places or location names as certain aspects of approval to be followed.

(m) Re-using of registered business name that has been expired or is said to be terminated:

  1. Allowed after 12 months from the date of termination.
  2. Allowed if the business has been terminated using Form C.

Rule 15, registration of businesses rules 1957

(1) Except with the appropriate and authorized consent of the Minister of the Malaysian Government, no business shall be registered by a name which,

  • Contains any word suggesting a connection with Royal member or Royal family.
  • Contains any word suggesting a connection with authentic government figures such as “Federal”, “State” or “National”;
  • Contains any word suggesting connection international organization.
  • Contains the word “Chartered” or “Royal Charter”;
  • Contains words such as “Association”, “Union”, “Foundation”, “Trust “and related.
  • Contains any word that is offensive to members of the public.
  • Contains any word that is disrespecting to nature.
  • Contains any word that is offensive to any race or religion.

(2) The Registrar with the consent of the Minister may restrict the usage of any desired proposed business name which in his opinion is undesirable. Such names shall be published in the Gazette by the Registrar.

Read Also : How to register a new company in Malaysia

Government Gazette bill dated 30 January 1997

The direction of the Minister under Sections 22(1) and 341 Companies Act 1965.

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Business Tax system of Malaysia


Business tax system of Malaysia
Business tax system Malaysia

The tax system of Malaysian is territorial. Residents and non-residents are taxed on their income originating in Malaysia, while foreign-sourced income is usually not taxed even in the case of local companies, firm or residents.

Tax Rate in Malaysia

Corporate tax standard rate24 percent (a deduction from 1% to 4% is granted for the fiscal years 2017 and 2018 to companies that have seen their taxable income grow by 5% at least compared to the previous year
Corporate tax rate of small and medium-sized organization & residents18 percent on the first MYR 500,000 24 percent above MYR 500,000
Corporate tax for companies originating in the Labuan Territory and carrying out a commercial activity in that territory.3 percent of the audited income

Tax Rate for Foreign Companies

There is no difference between foreign and domestic companies. For the method of tax taxation, there is also no subsidiaries of foreign companies.

Capital Gains Taxation

Malaysia government do not tax the capital gains on the sale of investments other than those relating to buildings and land. RPGT (real property gains tax) is only applied to the selling of land in Malaysia. You need to pay 30% for real estate sales which are made within 3 years of the date of acquisition. For the disposals in the fourth and fifth years after the acquisition, the rate is 15% & 20%. And 5% respectively for sales in the sixth year after acquisition. Company or business organization not following this policy will lose their business license of Malaysia.

Main Allowable Deductions and Tax Credits

Benefits are allowed for cash grants to approved institutions (defined) made during the base period for one year of the valuation. The deduction is limited to 10% of the total income of that company for one year of the valuation.  In the certain sector, the tax incentives are provided in the exchange of exemptions. Which includes hotels, manufacturing, energy conservation, environmental protection and tourism, in the form of tax exemption which is up to 10 years.  Net operating losses can be carried forward for indefinitely (except in case of a significant change in the ownership structure of a dormant company). The transfer of losses is not allowed.

Other Corporate Taxes

Malaysian business license holder needs to contribute must contribute to the countries Social Security Organization (SOCSO). Business employers generally contribute 1.75 percent of salary for each employee who is registered with SOCSO. The employer needs to contribute 11% to 13% of the salary to the Employees’ Provident Fund (EPF). From 2018, employers and employees pay 0.2% of employees’ salary which is capped at 4 000 MYR each month.

Country Comparison for Corporate Taxation

  Malaysia            United States Germany
Total number of payment of Taxes each Year   9.0 10.6 9.0
Time Taken For Administrative Hours 164 175 218.0
Share of Taxes (Total % of Profit)
40  
44 48.9


Conclusion

If a person lives in Malaysia for more than 182 days in a calendar year, he/she is considered as a taxable person. As I mentioned above the total corporation tax in Malaysia is 24% however the general corporation are taxed on their income. Comparatively, Malaysia tax system is more beneficial for the business license holder.

Suruhanjaya Syarikat Malaysia Company Registration


Suruhanjaya Syarikat Malaysia Company Registration
Suruhanjaya Syarikat Malaysia Company Registration

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.

The Companies Commission of Malaysia or SSM was introduced at the year of 2001 under the Companies Commission of Malaysia Act 2001.

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.

Company registration Malaysia

Whay you Import into Malaysia ?

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.

Business premise license Malaysia


Business premise license Malaysia
Business premise license Malaysia

Sign Board license in Malaysia; Every business needs a signboard for marketing and publicity and having a signboard for your business in Malaysia is very easy. However, a valid signboard license is required for avoiding unwanted trouble with the local authorities. If someone runs their business without proper signboard license then local city hall officers may visit the business, disturb the operation flow and at an end, this will impact the bad feeling on the customers. Additionally, the city hall officer might summon a bill as well. So this is important to have a proper license before adding signboard to the business.
The first step of doing business in Malaysia is to have premises to run the business and then get the business license for those specific premises. Finally, get the license of signboard for the business. The paperwork required to submit for obtaining signboard license varies state to stat. In general, the business owner should inform the local city hall officer about the future construction and installation plan for the business. For example in Kuala Lumpur, the business owner should submit their design and artwork of the signboard to Dewan Bahasa Dan Pustaka for the verification and approval purpose and also get additional approval for using Bahasa Melayu texts on the signboard. Once the design and artwork are approved then business owner should visit the local city hall office that is Dewan Bandaraya Kuala Lumpur in Kuala Lumpur and obtain signboard license (in Malay ‘lessen Papan iklan’).
As mentioned above, the paperwork required for obtaining a signboard license is varied according to each local authority. In below, a list of general paperwork required for the signboard license application is provided.

  • The photocopy of the applicant’s identity card should be provided.
  • The passport size photograph of the main applicant is required
  • A copy of companies’ memorandum and articles of associations also the form no 9, 24 and 49 should fill up and enclosed with the application.
  • For the company’s business premises, the copy of the rental agreement or the sale and purchase agreement is required.
  • A copy of a certificate of fitness for the company’s business premises is also required.
  • A copy of the fire department’s supporting letter.
  • A copy of the location plan for the company’s business premises.
  • Photographs of the company’s business premises should be enclosed.
  • The photograph showing the location of the company’s signboards
  • The sample artwork of signboard that showing the design and color of the signboard.

Business premise license Malaysia; More information on these can be found online. For the companies located in Kuala Lumpur, the information available website at http://www.dbkl.gov.my and the companies located in Petaling Jaya, the information available website at http://www.mbpj.gov.my
There are some general laws and regulation applies to the signboard license procedure. Among them, the advertiser must be displayed in Bahasa Malaysia language either by itself or by accompanied with another language. Although the Bahasa Malaysia language must be given in priority and with the brighter color and font sizes color from other languages used. For the signboard, reference must be made with Dewan Bahasa and Pustaka for the correct Malay language working. Visual advertise display of some product is prohibited such as alcohol, cigarettes, revealing pictures. Additionally, the logo of DBKL cannot be used in the signboard except with the written consent with the DBKL.
Signboard installation is subject to the provision by laws and order of 1982 and its amendments. Forgetting the license, the fees must be paid within fourteen days from
the date of approval and the license reference number must be shown clearly at the bottom left side of the signage. Additionally, the registered company name must be shown on the bottom right side of the signage. The position of the signboard is done on an approved location and visual. During the peiord of approval, any changes in company name, size of advertisement, the visual, the address of the premises must be approved by the licensing department.
The business owners may go for more than one signboard for having multiple signboard systems. Many business places got more than one signboard, such as one big main signboard and also smaller double-sided signboard. So for multiple signboard systems, the business owner should inform the city hall officer about the second signboard and pay additional fees during the application. In this way, with the single application, the business owner gets the license for multiple signboards and thus saves time. After the application, the business owner gets to know that if he is allowed to install multiple signboards at his premises. Forgetting permission, the size and position of the signboard also come into consideration. Usually, the officer visits the business premises and advice the business owner about the position of the signboard. While the application gets approved, the city hall office tells the business owner about the due amount to be paid for the signboard with an official receipt.

FOREIGN WORKERS RECRUITMENT POLICY OF MALAYSIA


FOREIGN WORKERS RECRUITMENT POLICY OF MALAYSIA
FOREIGN WORKERS RECRUITMENT POLICY OF MALAYSIA

This article is based on the regulations amended over Foreign Workers permitted and recruited in various companies and agencies of Malaysia. Business owners and sole investors in Malaysia can collect all sort of information needed regarding Foreign Workers Recruitment Policy based in Malaysia.

# THE FOREIGN WORKERS RECRUITMENT POLICY IS COMPOSED OF THE FOLLOWING:

  1. Employment priorities is first given to the locals of Malaysia. The employers are asked to notify JTK the Department of Labor of Malaysia and KSM the Human Resource Department of Malaysia about each and every individual job vacancy conducted. The main purpose of these acknowledgment is done so that the vacancy circulars are advertised and filled up by locals who are registered with Jobs Malaysia and other related sites.
  2. Currently the employers are allowed to hire foreign workers in only 7 sectors; Among these 7 sectors 6 formal sectors covers up the construction, plantation, services, manufacturing, agriculture and mining, while the 1 informal sector is the foreign maids.
  3. In recent date workers are allowed to be recruited or sourced from 15 different countries to Malaysia, they are — Indonesia, Nepal, Myanmar, India, Vietnam, Philippines (Only Male), Pakistan, Bangladesh, Thailand, Cambodia, Sri Lanka, Laos, Turkmenistan, Uzbekistan, Kazakhstan.
  4. Certain age restriction of workers and labors brought in Malaysia is strictly maintained — Age between 18 – 45 years can only be allowed to be recruited upon application.
  5. Hiring tenure allowed for the 6 formal sectors are 5 + 5 years, whereas there is no maximum period of tenure maintained for the 1 informal sector for foreign maids.
  6. Approvals, permits and other consideration made for recruitment applications is based on the terms and conditions set by the Regulatory Agencies of Malaysia. Even though locals are always considered as the first priority yet hiring of foreign workers comes in priority based on the industry needs.

Guidelines for Determining the Minimum Standards needed for Foreign Workers Accommodation are as follows:
– As per Employment Law 1955 –

  1. National Wages Consultative Council Act
  2. Minimum Wages Order 2016

Workers Minimum Standards of Housing and Amenities Act (Act 446)

  1. Guidelines in Determining Minimum Standards for Foreign Workers Accommodation


#Let us now look into the ALLOWED SOURCE COUNTRIES along with the restrictions policies conducted over the workers or labors recruited:

Well, it is clearly stated by the Ministry of Labor based in Malaysia that foreign workers from the following countries are just allowed to work in these specific formal sectors: Manufacturing, Plantation, Agricultural Sectors, Personal Services, Construction, Mining & Quarrying.

  • Thailand
  • Cambodia
  • Myanmar
  • Laos
  • Vietnam
  • Kazakhstan
  • Nepal
  • Pakistan
  • Sri Lanka
  • Turkmenistan
  • Uzbekistan
  • Bangladesh

In case of Philippines, only the male workers or labors are allowed to be recruited to work in the six (6) formal sectors. Indian, workers or labors are permitted to be recruited in sectors related to Services (restaurants only), Construction, Agriculture and Plantation. For Indonesia, only the male workers can work in all the sectors except manufacturing, whereas female workers are allowed to be recruited and work in all sectors.

#Let us now look into the SERVICES INFORMATION and THE 7 SECTORS (Formal and Informal)

This section resolves the SIX FORMAL SECTORS allowed for applications of foreign workers recruitment policies:

  • Manufacturing
  • Construction
  • Agriculture
  • Plantation
  • Mining and Quarrying

Services:

  • Restaurant (cooks only)
  • Cleaning Sector
  • Spa
  • Reflexology sub-sector
  • Hotel
  • Caddy (male only)
  • Cargo Handling
  • Welfare Centers

The One (1) informal sector is related to the Foreign Maids allowed and regulated under certain laws and agencies in Malaysia.

# PAYMENT RATES

SECTOR LEVY
Manufacturing RM 1,850
Construction RM 1,850
Plantation RM 640
Agriculture RM 640
Mining & Quarrying RM 1,850
Services RM 1,850

# ONE STOP CENTER Malaysia

All steps and procedures related to hire foreign workers in Malaysia is conducted by the One Stop Centre (OSC) at Bahagian Pengurusan Pekerja Asing and Kementerian Dalam Negeri. The sole statutory body based for labor recruitment in Malaysia was established and enforced since 1st of August of the year 2005. The work process followed by this ONE STOP CENTRE in Malaysia is simple and hassle-free — Complied with all related information and valid details the Applications are completed and submitted is processed on the same day. The recruitment process also involves an interview session that take place between employers and a panel of interviewers (Candidates) consisting of the following government agencies:

  1. Ministry of Home Affairs (MOHA), Secretariat Application Sectors.
  2. Department of Labour Peninsular Malaysia, Enforcement of Employment Act 1955 and Labour Act 1955 for all sectors.
  3. Ministry of International Trade and Industry (MITI), Manufacturing Application Sector
  4. Construction Industry Development Board (CIDB), Construction Application Sector
  5. Ministry of Plantation Industries and Commodities (MPIC), Plantation Application Sector
  6. Ministry of Agriculture (MOA), Agriculture Application Sector
  7. Ministry of Domestic Trade, Co-operatives and Consumerism (KPDNKK), Services Application Sector
  8. Ministry of Natural Resources and Environment (NRE), Mining and Quarrying Application Sector;
  9. Ministry of Tourism and Culture (MOTAC), Tourism Application Sub-Sector;
  10. Ministry of Transport Malaysia (MOT), Application related for Airport and Ports Sub-Sector;

The Foreign Workers Recruitment Policy ends up by the Employers who receives a Quota Approval Notification and are asked to make payment for the Levy to KDN within 30 days from the date of approval. Once the payment is made and is accepted the Employer will soon a receive Conditional Approval Letter. Employers who fail to make the Levy Payment within the designated time will have their quota approval rejected.

Register a new company in Malaysia


As a potential investor, you should know that you have the options of registering basically three types of company 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.

Register a new company in Malaysia
Register a new company 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:

  1. 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) Fees (RM)
Up to 400,000 1,000
400,001 – 500,000 3,000
500,001 – 1 million 5,000
1,000,001 – 5 million 8,000
5,000,001 – 10 million 10,000
10,000,001 – 25 million 20,000
25,000,001 – 50 million 40,000
50,000,001 – 100 million 50,000
100,000,001 and above 70,000

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.

Business times Malaysia


Business Malaysia
Business Times Malaysia

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.

Registration methods for a foreign firm in Malaysia


Any foreign firm or companies can progress with their business acts in Malaysia by two different steps, they are:

  1. Incorporating to a local firm or business entity with the Companies Commission of Malaysia (SSM).
  2. Registering the foreign firm in Malaysia (SDN BHD malaysia company) with SSM.

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.

Registration methods for a foreign firm in Malaysia
Registration methods for a foreign firm in 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) FEES (RM)
Up to 100,000 1,000
100,001 – 500,000 3,000
500,001 -1 million 5,000
1,000,001 – 5 million 8,000
5,000,001 – 10 million 10,000
10,000,001 – 25 million 20,000
25,000,001 – 50 million 40,000
50,000,001 – 100 million 50,000
100,000,001 and above 70,000

Some important facts to be taken in consideration:

  1. 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).
  2. 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.

Foreign companies in Malaysia


foreign companies in Malaysia
foreign companies in Malaysia

“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”.

See here:  how to open a company in Malaysia

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.

RESTRICTED ACTIVITIES

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

REGISTERED WORKPLACE

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

  • Annual come

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.

Accounting records

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: malaysia@sfconsultingbd.com
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
(Land-Line-Call: +60378860995), +601136901890, +6591333515

About Malaysian SDN. BHD.


<img src="image/about-malaysian-sdn-bhd.png" alt="About Malaysian SDN. BHD."/>
About Malaysian SDN. BHD.

What is BHD (Berhad)?

Berhad, that is commonly abbreviated BHD, may be a suffix employed in Malaysia to identify a public limited company. Berhad, BHD when a company’s name indicates that it’s a Malaysian public limited company, whereas the suffix Sendirian Berhad or SDN BHD denotes that it’s a personal limited company.

BREAKING DOWN ‘BHD (Berhad)’

Both BHD and SDN BHD firms square measure classified as people who issue shares, that is that the commonest variety of business entity in malaysia. Such corporations have a restricted variety of shares, and also the liability of their shareholders is restricted to the quantity fixed on their unpaid shares. alternative sorts of firms in Malaysia square measure firms restricted by guarantees (such as non-profit organizations and public societies) and unlimited firms.

BHD vs. SDN BHD

A BHD company should have a minimum of 2 shareholders whereas the most variety is unlimited; an SDN BHD company will have 2 to fifty shareholders. SDN BHD firms square measure usually tiny or mid-sized enterprises, whereas BHD firms square measure the biggest firms in Malaysia. BHD firms have stricter money coverage standards than SDN BHD firms as a result of they need to disclose their money statements to the general public. BHD corporations/company have bigger access to capital than SDN BHD company as a result of they will access public equity and debt funding after they need funding.

While the method of incorporation for each sorts of firms is considerably similar, an SDN BHD company has some tight stipulations in its Articles of Association. These embody restrictions on transfers of the company’s shares, a most of fifty shareholders, a prohibition on public subscription to the company’s shares or debentures and prohibition on aggregation public deposits. though most BHD firms list their shares and trade on a securities market, this can be not a compulsory demand. A BHD company will value more highly to keep unlisted.

Malaysian BHD Company – Malaysia Business

In could 2017, the Forbes international 2000 list enclosed fourteen Malaysian BHD firms. in keeping with the Forbes ranking – that is predicated on a mixture of 4 metrics: sales, profits, assets and market price – the subsequent square measure among the biggest companies in Malaysia:

  • Malayan Banking Bhd
  • Tenaga Nasional Bhd
  • Public Bank Bhd
  • CIMB cluster Holdings Bhd
  • Sime Darby Bhd
  • Genting Bhd
  • Petronas Chemicals group Bhd
  • RHB Bank Bhd
  • Hong Leong money cluster Bhd
  • Axiata group Bhd
  • MISC Bhd
  • Maxis Bhd
  • AmBank group
  • Petronas Gas Bhd

Read more: SDN BHD Malaysia company | How to register a company in Malaysia

Company registration in Malaysia for foreigner | Virtual office Malaysia