What is a "Foreign Company" in Malaysia

Companies in Malaysia are regulated by the terms of the Companies Act 2016.

According to Division 1 of Part V of the Companies Act 2016, it is against the law for a foreign company to carry on business in Malaysia unless the company has first been registered as a foreign company in Malaysia.

Under Section 561(3) of the Companies Act 2016, the term “carrying on business” includes establishing or using a share transfer or share registration office or administering, managing or otherwise dealing with property situated in Malaysia as an agent, legal personal representative or trustee, whether by servants or agents or otherwise.

A foreign company may carry on business in Malaysia by either:

• incorporating as a local company; or

• registering the foreign company.

The foreign company is defined under the Companies Act 2016 as:

1. a company, corporation, society, association or other body incorporated outside Malaysia; or

2. an unincorporated society, association or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose and which does not have its head office or principal place of business in Malaysia.

Registration Procedures

The registration of a foreign company is as follows:

• Name Search and Application of Name

  1. The proposed company name should be lodged via SSM online system with a fee of RM50. If the name is approved, it will be reserved for thirty (30) days from the date of approval

  2. The period of the reserved name could be extended with a prescribed fee of RM50.00 for every thirty days or part thereof with a maximum of 180 days.

The foreign company name to be registered in Malaysia should be the same as the name registered in its country of origin.

• Application to Register A Foreign Company in Malaysia

  1. Within 30 days from the date of company name approval, the applicant may submit the following information to SSM:

     1. the name, identification, nationality and ordinary place of residence of every shareholder in Malaysia and, if any of these people is a corporate body; the corporate name, place of incorporation or place of origin, registration number and the registered office of the body corporate;

     2. the name, identification, nationality and ordinary place of residence of every person who is appointed as a director of the foreign company in Malaysia;

     3. the list of its shareholders or members at its place of origin;

     4. in the case of a foreign company with share capital, the details of class and number of shares at its place of origin;

     5. in the case of a foreign company limited without share capital, the amount up to which the member undertakes to contribute to the assets of the foreign company at its place of origin in the event of its being wound up;

     6. the name and address of a person who is a resident of Malaysia, who is appointed by the foreign company as its agent under a memorandum of appointment or power of attorney; and

     7. other information that the Registrar may require.

  2. The application made under section 562(1) of the Companies Act 2016 shall be accompanied by a statement by the agent of the foreign company confirming his consent for the appointment.

  3. Additional documents consisting of:

     1. a certified copy of the certificate of incorporation or registration of a foreign company;

     2. a certified copy of the Memorandum and Articles or other instrument defining its constitution, if available;

     3. a copy of the application and reservation for the availability of names, and

     4. a copy of the email for approval notification of reservation of name.

  4. If any of the described registration documents are in languages other than Bahasa Malaysia or English, a certified translation of such documents in Bahasa Malaysia or English shall be required to be attached.

Registration Fees for Registration of Foreign Company

• In determining the amount of registration fees, the share capital of the foreign company should first be converted to the Malaysian currency (Ringgit Malaysia) at the prevailing exchange rate.

• If a foreign company does not prescribe share capital, a flat rate of RM70,000 shall be paid to SSM.

Verification of Incorporation

A notice of registration of a foreign company will be issued within one working day by SSM upon compliance with the procedures and submission of duly completed documents.

A certificate of registration of a foreign company would be issued by SSM upon request, together with the prescribed fee.

Financial statements

A foreign company shall, within two months of its annual general meeting, lodge with the Registrar a copy of its duly audited financial statements made up to the end of its last financial year.

Annual Return

A foreign company shall lodge with the Registrar, once in every calendar year, an annual return in the form and manner as the Registrar may determine.

In a Nutshell

The procedures and requirements for registering a foreign company as a branch office, setting up a representative office, and incorporating a Private Limited Company ("Sdn Bhd") are different. It is important to follow these procedures and requirements.

If you are seeking to explore these topics in more depth, please contact us so that we can provide you with a free consultation.

Summary | 摘要

In Malaysia, a "Foreign Company" refers to a company incorporated outside of Malaysia and has a presence in Malaysia. Foreign companies may operate in Malaysia through various means, such as establishing a branch office, representative office, regional office, or subsidiary.

Foreign companies that wish to operate in Malaysia must register with the Companies Commission of Malaysia (SSM) under the Companies Act 2016. The registration process involves submitting various documents, such as the company's certificate of incorporation, memorandum and articles of association or constitution, and details of the company's directors and shareholders.

Once registered, foreign companies must comply with the regulations and laws governing businesses in Malaysia, such as obtaining the necessary licenses and permits, paying taxes, and adhering to employment laws. Foreign companies may also be subject to restrictions on their business activities, depending on the nature of their operations and their industry.

在马来西亚，“外国公司”指的是在马来西亚境外注册并在马来西亚境内存在的公司。

外国公司可以通过多种方式在马来西亚运营，例如设立分公司、代表处、区域办事处或子公司。

想要在马来西亚运营的外国公司必须根据2016年公司法令向马来西亚公司委员会（SSM）注册。

注册过程需要提交各种文件，例如公司注册证书、章程或章宪，以及公司董事和股东的详细信息。

注册后，外国公司必须遵守马来西亚企业的法规和法律，例如获得必要的许可证和执照、缴纳税款以及遵守就业法律。外国公司也可能受到其业务性质和所在行业的限制。