Company Incorporation, Business Licences & Visas
The process of incorporating a company in Malaysia is not inherently complicated.
That makes accurate, prompt incorporation all the more important.
• Appointing a capable company secretary
• Understanding the minimum capital required for foreign employees’ Employment Passes and business licences
Getting these two key points right has a major impact on the company’s subsequent operations.
What does a company secretary do?
How do you find one?
Can you communicate comfortably with them?
How much does it cost?
Below is an overview of the incorporation process, costs and frequently asked questions.
◎ Steps to incorporate a local company
Results are usually available within a few days.
• Shareholders’ names, shareholding percentages and scanned passport photo pages; directors often also act as shareholders
• Proof of address for directors and shareholders, such as utility bills
• Office address and telephone number
• Business activities
• Preferred bank and branch for the company account
• Signing rules for bank payments
• Financial year
★ Point 2 ★
At least one director must reside in Malaysia. A Malaysian nominee is often appointed as the resident director.
★ Point 3 ★
At this stage, the company secretary’s address is often used as the registered address.
Company secretaries usually have a standard draft, so the documents generally do not need to be written from scratch.
Contents of the Memorandum of Association
• Company name
• Registered address
• Business activities
• Company powers
• Limited liability of shareholders
• Authorised capital
• Powers to increase or reduce capital and split shares
Contents of the Articles of Association
• How shareholder meetings are convened
• When shareholder meetings are held
• Internal company rules
A company can be incorporated with capital starting from RM1.
However, minimum capital requirements for foreign employees’ Employment Passes and business licences vary by industry and must be checked in advance.
For services, food and beverage, retail and trading businesses, a minimum capital of RM1,000,000 is required to obtain a business licence.
The company secretary prepares the required documents and completes registration using the information above.
Complete registration within three months of the name search, as the reserved company name expires after that period.
• Company-name approval letter, a copy of Form 13A
• Memorandum and Articles of Association
• Company secretary’s statutory declaration, Form 6
• Directors’ and promoters’ statutory declaration, Form 48A
• Parent company’s constitutional documents in English, notarised and authenticated in Japan
• Notification concerning the board of directors
Take the account-opening request issued by the company secretary to the bank to open an account.
★ Point 4 ★
Prepare a company stamp, as one will be required.
You can order one from a stationery or printing shop.
◎ Frequently asked questions about incorporation
Q. How much does incorporation cost?
• Company incorporation and bank account opening RM6,000
• Business licence application RM6,000 plus government fees and other actual costs
• Company secretary RM300 per month
• Nominee resident director RM600 per month
• Use of a company registered address RM1,200 per year
* Prices as of 2021
Q. What is a company secretary?
A qualified professional in Malaysia, often compared to an administrative scrivener in Japan.
Every company must appoint at least one company secretary. Their work covers incorporation, internal legal documentation, changes to registered information, accounting and tax matters.
Q. How do I find a company secretary?
The company handling your incorporation usually introduces one.
If you register directly with SSM, the company registry, you may also ask SSM for an introduction.
Q. Are Japanese-speaking company secretaries available?
Company secretaries are generally qualified Malaysian professionals, so most do not speak Japanese.
Many Japanese accounting firms employ qualified Malaysian professionals for company-secretarial work, with the advantage of a Japanese contact who can discuss matters in Japanese.
Q. I have heard Japanese firms cost about twice as much as local firms. Which do you recommend?
You will deal with your company secretary almost monthly for tax and accounting, not just during incorporation.
These ongoing charges mean that a large difference in individual fees can add up substantially over a year.
If you are comfortable with accounting terminology in English and want to keep costs down, a local provider is recommended.
If you are unfamiliar with accounting in English or Malaysian accounting and tax procedures, consider using a Japanese firm for the first few years to learn the process.
An experienced Malaysian employee in your administration or accounts team may also help you communicate smoothly with a local company secretary.
Consider the following points.
1. Speed of response
2. Accuracy of communication
3. Whether they offer advice.
Many company secretaries employ staff to handle administrative work. This can lead to slow replies or miscommunication, so these are important points to check first.
An experienced company secretary can also act as an adviser, for example by suggesting better accounting approaches before you ask.
◎ Licences and visas
We often hear of visas expiring despite preparations beginning months in advance.
Some eventually obtain their renewal or licence; others remain unsuccessful despite repeated visits.
If you have tried several times without success, or
would prefer to avoid these difficulties from the outset, contact KL Fudousan.
Professionals familiar with the relevant government departments handle the work on your behalf, saving your valuable time.
Please contact us for fees.
After waiting six months, I contacted KL Fudousan, who had also helped with our rental. Approval came a week later. It was a remarkable result and reminded me how much local connections matter in Malaysia.
My daughter and I are preparing to return to Malaysia, and we will definitely ask for your help next time!
We hope this overview was helpful.
KL Fudousan understands the key points of company incorporation.
We also place great importance on the company secretary and can introduce capable, knowledgeable professionals with experience, including options for those who would like to communicate in Japanese.
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