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PROCEDURE FOR REGISTRATION OF FOREIGN COMPANY
A foreign company cannot carry on business in Malaysia unless it incorporates a local company or registers a branch in Malaysia. A foreign company desiring to establish a place of business in Malaysia must procure registration with the Companies Commission of Malaysia (CCM).
The procure registration of a foreign company, an application must be made to the Registrar in a prescribed form (Form 13A) to ascertain whether the intended name of the foreign company is available or not, with a payment of RM30.00. The application can be filed at the CCM in Kuala Lumpur or through any of its branch offices in Malaysia.
If the name is available, then an approval will be issued and the applicant will be informed accordingly. The approved name will be reserved for three months from the date of the approval.
During the period for which the name is reserved , the applicant will be required to submit the following documents for registration (Section 332 of The Companies Act 1965):
DOCUMENTS
· A certified copy of its certificate of incorporation (or document of similar effect).
· A certified copy of its charter, statute or Memorandum and Articles of Association or other instrument constituting or defining its constitution.
· A list of its directors and certain statutory particulars regarding them - form 79.
· Where there are local directors, a memorandum stating the powers of the directors.
· A memorandum of appointment or power of attorney authorizing one or more persons resident in Malaysia to accept on behalf of the company, service of process and any notices required to be served on the company.
· A statutory declaration in the prescribed form made by the agent of the company - Form 80.
· Registration fee for the authorized capital of the company.
Where the documents are in a foreign language, a certified translations into English or the National Language must accompany the documents - section 360. On being satisfied that the requirements of the Act are fulfilled and on payment of the appropriate fee, the Registrar will register the Company as a foreign company under Division 2 or Part XI of the Act and a certificate in form 83 will be issued evidencing the registration.
The form are technical in nature and set out in the Companies Regulations 1966.
For the registration of a foreign company, the fee payable to the Registrar of Companies or Companies Commission of
Malaysia on its authorized share capital is as follows:-
Authorized share capital (RM) Fee Payable (RM)
Seeing 100.00 1,000.00
100,001.00 - 500,000.00 3,000.00
500,001.00 - 1,000,000.00 5,000.00
1,000,001.00 - 500,000.00 8,000.00
5,000,001.00 - 10,000,000.00 10,000.00
10,000,000.00 - 25,000,000.00 20,000.00
25,000,001.00 - 50,000,000.00 40,000.00
50,000,001.00 - 100,000,000.00 50,000.00
100,000,001.00 and above 70,000.00
GENERAL
The appointed agent is responsible for ensuring compliance of the Companies Act 1965.
Any change in the particulars of a foreign company or in the company's name or authorized capital must be filed with the Registrar within one month from the date of change together with the appropriate fees.
Under the companies Act 1965, every foreign company shall within one month after it establishes or place of business in Malaysia, lodge with the Registrar for registration, notice of situation of its registered office in Malaysia in the prescribed form.
Every foreign branch company is required to keep proper accounting records.
Annual Return is required to be lodged with the Companies Commission of Malaysia once in every calendar year.
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