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| Malaysia Business Set Up | |||||||
Many different forms of corporate entity are available to foreign investors choosing Malaysia business set up. The following is an overview of the different business entities, the requirements for setting them up and their advantages and disadvantages:
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| 1. | Company law is outlined in the Malaysian Companies Act 1965 and Malaysia business set up is controlled by the Companies Commission of Malaysia (CCM). The CCM handles Malaysia business set up applications, administers companies and deals with corporate compliance and disclosure requirements. Following Malaysia business set up, the CCM monitors and regulates statutory audits by public accountants. Furthermore, after Malaysia business set up corporate details (such as shareholder and director details) are available through the CCM. The government fee to register a private limited company varies from US$300 to US$21,000, depending on authorised and issued share capital of the company.
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| 2. | In accordance with the Malaysian Companies Act 1965, each company is required to fulfill the following Malaysia business set up requirements:
i) appoint at least two shareholders. Both local and international, corporate and individual shareholders are allowed; ii) appoint at least two local resident directors. Thereafter, an unlimited number of local and international directors may be appointed. However, only individual directors are allowed - corporate directors are not; iii) appoint a local, resident company secretary and registered office. Only individual company secretaries are allowed; iv) have a minimum share capital of RM$2; and v) appoint an approved auditor in Malaysia and submit audited financial statements and an annual corporate tax return to the Inland Revenue Board of Malaysia. | ||||||
| 3. | By far the most preferred corporate entity for foreign investors is the limited liability company (known locally as a Sendirian Berhad company). Following Malaysia business set up, an entrepreneur can i) open a corporate bank account ii) obtain local residence and employment visas and iii) lease office or factory premises in Malaysia. | ||||||
| 4. | A Malaysian partnership requires at least two partners, who must be citizens or permanent residents of Malaysia. Because partner liability is unlimited this form of Malaysia business set up is undesirable to most international entrepreneurs. However, a partnership has no obligations to submit audited financial statements or annual tax returns to the Malaysian government. Each partner is taxed on his or its share of income from the partnership. Where a partner is a company, its share of income from the partnership is taxed at the corporation tax rate of 27%. The fee to register a partnership is RM60 (US$18). | ||||||
| 5. | Some investors decide to set up a Malaysia Branch Office as part of their Malaysia business set up plans. Also established through the CCM, a Malaysian Branch Office retains the legal identity of its foreign parent. The Malaysian Branch adopts the same name as its parent, and must file audited financial statements annually with the CCM. This entity is taxed as a limited liability company in Malaysia. A Malaysian Branch Office requires a Malaysia-resident individual to act as the sponsoring agent. The government fee to register a branch of a foreign company is the same as a private limited company.
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| 6. | Due to restrictions on activities placed on a Malaysian Representative Office, this entity is the least preferred option for Malaysia business set up. A Malaysian Representative Office is useful only to business people wishing to conduct preliminary market surveys and feasibility studies before making a long-term investment commitment to Malaysia. A Representative Office may employ local staff, rent office premises and open a local business bank account. However, because it conducts no business in Malaysia and is not permitted to issue invoices, a representative office generates no profits and is therefore not subject to Malaysian tax. The fee to set up a Representative Office is RM1,000 (US$300).
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| 7. | Like the Representative Office, a Sole Proprietorship is not a popular form of Malaysia business set up for international entrepreneurs. However, this entity is the most simple, flexible and cost-effective entity in Malaysia. A Sole Proprietorship has a single owner, who must be either a citizen or permanent resident of Malaysia. The sole proprietor is liable only to personal income tax, but is personally liable for all debts of the entity. The entity is registered under the Registration of Business Ordinance 1965, and has no separate legal identity from the beneficial owner. This entity is appealing because of the low set up costs (RM30) and minimal accounting and tax reporting requirements.
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| More information | |||||||
For more detailed information on establishing a company in Malaysia please refer to Healy Consultants' Asia Business Setup guide. | |||||||
| Contact Us | |||||||
For more information on Malaysia business set up, email email@healyconsultants.com or call us at (+65) 6735 0120. | |||||||
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Back to Malaysia Company Formation page
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