English | Français

Malaysia

Advantages

  • Liberal and transparent investment policy
  • Competitive cost of production
  • Public administration is highly rationalized
  • Attractive incentive measures for investors
  • Developed infrastructure
  • Strategic geographical location close to principal Asiatic markets
  • Rich natural resources
  • Constantly growing purchasing power

Main forms of incorporation

  • Public Limited Company
  • Private Limited Company
  • Partnership
  • Sole Proprietorship
  • Branch of a Foreign Corporation

Procedures and requirements

To establish a company in Malaysia, a similar name search must be conducted for the availability of the proposed company’s name, along with a nominal fee to the Companies Commission. Thereafter, the following documents, together with registration fee, must be submitted to the commission within three months:

  • The Memorandum of Association;
  • The Articles of Association;
  • Statutory Declaration of Compliance;
  • Statutory Declaration by a Director/Promoter;
  • Summary of Incorporation details.

As part of the requirements, a company secretary who is a member of a prescribed body or is licensed by the Companies Commission must be appointed.

Requirements of public and private limited companies

Capital

Minimum two subscribers holding one share of MYR 1 each except for a wholly owned subsidiary of another company. No legal reserve requirements. Contribution can be made in cash or in kind, with valuation made by an impartial party.

Founders, shareholders

Minimum two founders. No residency or nationality requirements. For a private limited company, shareholders are restricted to a maximum of fifty, excluding employees and former employees of the company or its subsidiary.

Board of directors

Public and private limited companies must have at least two directors that maintain their principal (or only) place of residence in Malaysia (although they need not be Malaysian citizens).

Management, labour

There is no requirement that labour be represented in management or on the board of directors. There are no nationality or residency requirements for management.

Disclosure

Companies must lodge an annual return, directors’ report and audited financial statements to the Companies Commission. Financial statements must be independently certified by government-approved auditors.

Taxes and fees

The formation of a company involves professional fees ranging from MYR 2,500 to MYR 5,000 for private companies and public companies. There are no taxes on the issuance of shares, bonds or other issues although stamp duty may be payable. A registration fee is payable upon incorporation based on the authorized share capital not exceeding MYR 100,000 or that exceeding MYR 100 million. The same fee structure applies to registration of a foreign branch.

Types of shares

Shares must be registered and ordinary shares in a public company and its subsidiary must carry equal voting rights. Preferential shares are permitted and may carry special rights or restrictions on dividends, voting, repayment of capital and so forth.

Control

Decisions are always made by simple majority of capital except for alteration to the memorandum or articles of association and reduction of share capital, where a three-fourths majority (special resolution) is required.