Company Registration

There are basically two main ways to set-up a business in Malaysia: either to set up an offshore company which is proper for international business, or a private limited company. A third way would be, for a foreign company, to open a Branch office, which is somehow an intermediate solution.

A representative or a Regional office is a cost center that entitles any foreign company to prospect the Malaysian or the regional market. A representative or a regional office is not allowed to conduct business and invoice for product or service in Malaysia. On the other hand, it allows a foreign company to have a legal entity in Malaysia and obtain a work permit for its representative without having a paid-up capital and pay corporate tax in Malaysia. Each application for the set-up has to be approved by the MIDA, a division from the Ministry of International Trade &Industry, which also gives the approval for the work permit of the representative and its dependents.

The set-up of a private limited (Sdn. Bhd.) Is quite simple. You just fill up an application form with three proposed names for your company. The validation with the Company Commission of Malaysia (C.C.M.) will take about a 1-2 days. You will then have to have at least two directors with each having a share of at least 1 Ringgit and your company is registered. This first step is quite simple however and depending on your intended activities, your company set up will need to respect certain criteria. The Foreign Investment Committee guidelines might impose restrictions on shareholding and the directorship of your company might need to involve local Bumiputera partners if your company’s capital investment is less than RM500,000. But more than that amount, local director is no more required.

Singapore

The first step in incorporating a local Singapore company is to obtain approval and reserve the proposed Singapore company name.

Names for all companies in Singapore must conform to certain guidelines laid down in the Singapore Companies Act.

During the name approval application process, the Accounting and Corporate Regulatory Authority (ACRA) requires information on the proposed business activities of the company. Certain types of activities need the necessary approval and license from other Government authorities before the proposed business activity can begin.

All companies must have a minimum of one local director (either Singaporean, a Singapore Permanent Resident or Singapore Entre Pass Holder.) Thus, any company with one or more foreign Directors must also have a local director. Any person above the age of twenty-one (21) may be appointed as a director. However, some individuals e. Bankrupts, are disqualified from being Directors. A Director cannot resign unless there is one local director remaining in the company

After the company name has been approved, the Memorandum & Articles of Association, setting out the objects and bye-laws of the proposed company must be prepared, signed by shareholders, dated and filed.

Although no longer required to be lodged with ACRA, for the purpose of transparency, incorporation forms 45 and Form 49 are completed and filed in the company’s secretarial register to show that all the company’s officers have consented to their appointment.