Learn About Incorporating
Setting Up and
Forming a Company in Malaysia
·
How to set up and form a private limited company in Malaysia?
·
What are the requirements?
·
What are documents needed?
Here are some
basic facts and information for setting up and forming a limited company in Malaysia.
Suruhanjaya Syarikat Malaysia (Companies
Commission Malaysia)
·
The Companies Commission of Malaysia (SSM) established on 16
April 2002, serves as an agency to incorporate companies and register
businesses.
·
A limited company in Malaysia can be incorporated with a
minimum authorized and paid-up capital of RM100,000
and RM2 respectively.
What documents
do you need to form a company in Malaysia?
·
Your proposed company name. We need your proposed name(s)
for your new company and we will conduct the name search with SSM to check if
the name is available for registration.
·
Copy of your identity card (IC) or copy of your passport
(for foreign director)
·
Your signature on the Memorandum and Articles of Association
(M&A) and other incorporation documents.
Directors’ requirements
·
A company must have at least 2 directors and above 18 years
of age.
·
At least 2 directors must have a residential address in Malaysia
·
He/she is not a bankrupt and has not been convicted and
imprisoned, in Malaysia,
or abroad.
Company Secretary Requirements
·
A company must have at least one Company
Secretary
·
Company secretary must be a natural person and a resident in
Malaysia
and is a member of any one of the prescribed professional bodies or licensed by
the SSM.
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About - COMPANY SECRETARIAL SERVICES
All companies established in Malaysia
are subject to numerous and fast changing regulatory requirements.
Our organization provides full range of company secretarial services to our
clients who need assistance to comply with the requirements of the Malaysia
Companies Act, 1965.
Our services include:
·
Company Formation and Registration
·
Sale of
Ready-made Companies
·
Registration of Sole-Proprietor and Partnership
·
Preparation of Resolutions, Organizing Meetings of
Directors
·
Preparation of Annual General Meetings for shareholders
·
Submission of Annual Return
·
Maintenance of Statutory Registration and Record Books
·
Provision of Nominee Directors and Shareholders
·
Provision of a Registered Office Address
·
Company Searches
·
Change of Company Name
·
Renewal of Company Registration
·
De-registration of Company (Striking off)
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Auditor’s requirements
·
A company must appoint one or more auditors who must be
approved auditors in Malaysia.
·
We have group of credible audit firm partners in Malaysia to
serve your company’s’ needs.
Registered office requirements
·
Every company must have a registered office in Malaysia to
which all communications and notices may be addressed.
·
Our secretarial service includes provision of our office as
registered office for your company.
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About - REGISTERED OFFICE
Registered office within
Malaysia
Within 14 days after the date of its
incorporation or the day it begins its business, whichever the earlier, every
company shall have a registered office within Malaysia to which all communications
and notices may be addressed.
Registered office is NOT
Business office
Registered office is not your
business office.
All statutory records, registers,
minute books and common seal are required to be kept in the registered office
of your company. Your business office is a place where your business
operations & activities conducted.
Our solution
We offer our office as your
registered office without charging any fees or rental, except any
out-of-pocket expenses such as printing, postage & stationery etc. that
are connected to our services provided.
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Accounts and Audit
·
Every company is required to prepare its accounts and to be
audited by approved auditors in Malaysia
every year.
·
The audited accounts must be tabled at the AGM for
adoption/approval by the shareholders of the company.
·
This audited accounts is generally required to be lodged
with SSM, together with the Annual Returns (see below)
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About - COMPANY STATUTORY AUDIT
We conduct
our audit in accordance with approved standards on auditing in Malaysia.
Those standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance whether the financial
statements are free from material misstatement.
An audit
involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on
our judgment, including the assessment of risks of material misstatement of
the financial statements, whether due to fraud or error. In making those risk
assessments, we consider internal control relevant to the Company's
preparation and fair presentation of the financial statements in order to
design audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the
Company's internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting
estimates made by the directors, as well as evaluating the overall
presentation of the financial statements.
The financial
statements are to be properly drawn up in accordance with Private Entity
Reporting Standards and the Companies Act 1965 in Malaysia so as to give a true and
fair view of the financial position of the Company.
Proposed fee
Our fee is normally based on the
degree of skill and the time necessarily occupied on the assignment. Please
refer to amended
Malaysian Institute of Accountants - Recommended Practice Guide 7 (Revised)
for easier reference purposes.
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Annual General Meeting (AGM)
·
A company is generally required to hold its AGM every year.
·
One of the agenda of AGM is to adopt or approve the audited
accounts by the shareholders of the Company.
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About - ANNUAL GENERAL MEETING (AGM)
Under the section 143(1) of the Companies Act 1965, all Companies established
in Malaysia is required to hold its first Annual General Meeting (AGM) within
eighteen (18) months from the date of incorporation of the Company.
According to the Section 169(1), the directors of the Company are to be
tabled the Audited Financial Statements upon the AGM within the period
stipulated above or within six (6) months from the date of its financial year
end, whichever the earlier.
Pursuant to the Section 165(4), the Companies are required to lodge its
Annual Return and Audited Financial Statements to Suruhanjaya
Syarikat Malaysia (SSM) within one (1) month after the date of its AGM held.
Failing to comply any of the above sections will result in fine and penalty
imposed by the SSM. Thus, it is important for all directors to understand
their rights and responsibilities in complying with the above requirements to
avoid any unnecessary charges by the SSM.
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Annual Returns
·
Every company needs to lodge the Annual Return within 1 month
of the AGM
·
Annual Return shall include audited accounts and auditor’s
report.
·
Annual return is a snapshot of general information about a
company’s directors, secretary, registered office, shareholders, share capital,
principal business activities, etc.
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About - ANNUAL RETURN : ANNUAL FILING and SUBMISSION TO SSM
What is an Annual Return?
An annual return of a Company consists of the following general
information:
1.
Registered office address
2.
Business office address
3.
Branch office address
4.
Principal business activities
5.
Total authorized capital registered
6.
Total paid-up capital
7.
Charges registered with SSM (i.e. company assets pledged)
8.
Company directors
9.
Appointed company secretary
10.
Shareholders
When do we
need to lodge Annual Return to SSM?
The annual
return signed by a director or by the manager or secretary of the company
shall be lodged with the Suruhanjaya Syarikat
Malaysia (SSM) within one month or in the case of a company keeping pursuant
to its articles a branch register in any place outside Malaysia
within two months after the annual general meeting.
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Change of directors or their particulars
·
Whenever there is a change in directors (e.g. appointment or
resignation of directors) or change in their particulars (e.g. change in
residential address) after its incorporation, such changes must be lodged with
SSM within 1 month.
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