Guidelines for Registration of Foreign Company

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

(a) incorporate as a local Company; or

(b) register the foreign Company.

Foreign Company is defined under the Companies Act 2016 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.

Registration Procedures

The registration of a foreign company are as follows:

1. Name Search and Application of Name

(a) The proposed Company name should be lodged via SSM online system with a prescribed fee of RM50. If the name is approved, it will be reserved for thirty (30) days from the date of approval.

(b) The period of the reserved name could be extended with a prescribed fee of RM50.00 for every thirty days or part thereof with a maximum of 180 days.

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

(a) Within 30 days from the date of company name approval, the applicant may submit the following information to SSM:

(i) the name, identification, nationality and the ordinary place of residence of every shareholder in Malaysia and, if any of these person is a body corporate; the corporate name, place of incorporation or place of origin, registration number and the registered office of the body corporate;

(ii) the name, identification, nationality and the ordinary place of residence of every person who is appointed as a director of the foreign company in Malaysia;

(iii) the list of its shareholders or members at its place of origin;

(iv) in the case of a foreign company with share capital, the details of class and number of shares at its place of origin;

(v) in the case of a foreign company limited without share capital, the amount up to which the member undertakes to contribute to the assets of the foreign company at its place of origin in the event of its being wound up;

(vi) the name and address of a person who is a resident in Malaysia, who is appointed by the foreign company as its agent under a memorandum of appointment or power of attorney; and

(vii) other information that the Registrar may require.

(b) 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.

(i) a certified copy of the certificate of incorporation or registration of foreign company;

(ii) a certified copy of Memorandum and Articles or other instrument defining its constitution, if available;

(iii) a copy of application and reservation for availability of names; and

(iv) a copy of email for approval notification of reservation of name.

(d) 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 attached.

Registration Fees for Registration of Foreign Company

In determining the amount of registration fees, the share capital of the foreign company should first be converted to the Malaysian currency (Ringgit Malaysia) at the prevailing exchange rate.
In the event of foreign company does not prescribe any share capital, a flat rate of RM70,000 shall be paid to SSM.

Verification of Incorporation

A notice of registration of foreign company will be issued within one working day by SSM upon compliance with the procedures and submission of duly completed documents.

Certificate of registration of foreign company would be issued by SSM upon request together with prescribed fee.

Requirement Foreign Company to appoint agent in Malaysia

A foreign Company shall appoint an individual who is residing in Malaysia as an agent during the registration.

Duties and responsibilities of appointed agent in Malaysia

Be answerable for all such acts, matters and things that are required to be done by the foreign company and

Be personally liable to all penalties imposed on the foreign company for any contravention of Companies Act, 2016 unless the agent satisfies the court hearing the matter that the agent should not be liable.

Requirement to have registered office

A foreign company shall, at all times, have a registered office within Malaysia:-

To which all communications and notices may be addressed
Shall be open and accessible to the public during ordinary business hours.

Prohibition on carrying business in Malaysia

No foreign company is allowed to register to carry out wholesale and retail trade business in Malaysia. All wholesale and retail trade businesses with foreign interests must operate through a locally incorporated company in Malaysia. Please refer to Thirteenth Schedule of Companies Act, 2016)

Annual Obligations for Foreign Company

1. Annual Return
File with the Registrar each calendar year not later than thirty (30) days from the anniversary of its incorporation date.

2. Audited Financial Statements and Reports

Within two (2) months of its AGM, lodge with the Registrar a copy of the Financial statements to that company at the place of its incorporation or origin and a duly audited statement showing the foreign company assets used in and

iabilities arising out of its operations in Malaysia.

3. Accounting Records

All accounting and other records which will sufficiently explain the transactions and financial position of the foreign company arising out of its operations in Malaysia should be kept in Malaysia.

4. Annual Tax Return
It is compulsory for the foreign company to file tax return with the Malaysian Inland Revenue Board

5. Form E

Form E is a declaration report submitted by every employer to inform the Inland Revenue Board (IRB) on the number of employees and the list of employee's income details every year not later than 31st March.