There are 2 ways of setting up a company in Malaysia:
- purchasing a shelf company
- incorporating a new one.
Minimum Requirements for a Foreign Owned Malaysia Company (Sdn. Bhd.)
- Minimum 2 local directors or Foreign Directors with a permanent residential address (holder of valid work permit, dependent`s visa or long term residential visa). Spouses of Malaysian on a long term visa qualify under the permanent residential address status. Appointing your own nominee directors is preferred but if you do not have any acquaintances in Malaysia , we are able to provide nominee to act as your local director.
- Minimum Paid up capital of 2 shares and 2 shareholders
- Authorized capital RM 100,000. This is the maximum amount of shares the Company is authorised to allot at the existing period of time where the stamp duties have already been paid. Any increase in authorised share capital will require additional stamp duties to be paid based on the rates fixed by the Companies Commission of Malaysia. The next level of authorised share capital is at RM500,000 and the additional stamp duty to be paid is RM2,000.
Information and Documents Required
- Name of Company (Proposed name or name change). If the name is not in English or a proper word, please describe the meaning
- Nature of business – 3 main types
- Photocopy of identity card and/or passport of All directors and shareholders
- Current residential address of All directors and shareholders (please provide proof of address such as utilities bill, mobile phone bill or credit card statement; proof must not be more than 3 months ago)
- For foreign directors to be a working director in Malaysia, the paid up capital has to be at least RM 250,000 or up to RM1,000,000 depending on the nature of the industry (see work permit classification)
- Information on new allotment (if any) – Number of shares to be allotted and to whom, the decision to approve the expatriate post will be based on the following criteria:
Minimum Paid-up Capital
No. Equity Minimum Paid-up Capital
- 100% local (Malaysian) owned – RM 250,000.00
- Local + Foreign owned – RM 350,000.00. If WRT (Warehouse, Retail & Trading Approval) is required, minimum paid up share capital is RM500,000.
- 100% Foreign owned – RM 500,000.00 and above depending on whether WRT approval is required. If WRT approval is required, the minimum paid up is RM1 million. (See WRT guidelines)
|Malaysia Company Registration
||Ready made shelf company
|Name search (each additional name)
|Cost of shelf / Incorporation
|Attestations (say 2@RM8.00 each)
|Secretarial annual retainer (RM120/month)
|Use of registered office (annual fee)
|Secretarial records & books
|Total Costs for new company
|If expatriate posts is required:
|Additional stamp duty to increase auth. Capital
|Total for RM500K capital company
If nominee director services are required:Additional service fee per director per annum is RM5,000 and a refundable deposit of RM10,000 is required to be placed. This deposit is refundable once the nominee is resigned.
- Secretarial books Inclusive of : 10 Memorandum & Articles, 1 Minutes Folder, 1 Members register ,1 Share Certificate Booklet & 1 Common Seal
- All shelf companies carry indemnities from the previous subscribers and are liability free.
- Nominee director services are avaible on request for cases where the new shareholders do not have any acquaintances they can trust in Malaysia.
- A deposit of RM1,800 is required before commencement of work. Any cancellation of work order for the incorporation or purchase of shelf company after work has commenced will be subject to a penalty of the same RM1,800.
FOREIGN INVESTMENT COMMITTEE APPROVALS (FIC)
The required approval shall apply to any of the following transactions:
- Any proposed acquisition of interest in a local company or business in Malaysia which is RM10 million or more in value, by local or foreign interests;
- Any proposed acquisition of interest of a local company or business in Malaysia by any means, which results in the transfer of ownership or control to foreign interests;
- Any proposed acquisition of interest by:
- any foreign interest of 15% or more of the voting right of any local company or business in Malaysia; or
- any associated or non-associated group of foreign interests, in aggregate
of 30% or more of the voting rights of any local company or business in Malaysia;
regardless of whether the value is Less than RM10 million
OUR SERVICE FEE FOR FIC APPLICATION RM5000
WAREHOUSING, RETAIL & TRADING APPROVAL (WRT)
As the name suggests, all business dealing with warehousing, retail and distributive trade that has any foreign interest will have to apply for this approval before any other government permits can be issued.
OUR SERVICE FEE FOR WRT APPLICATION RM7,000