Similar like company incorporation above, the registration is with the Companies Commission of Malaysia, under to the Companies Act 1965.
If you decide to hire us, the following are the steps we take to register your company as a branch in Malaysia;
- We will conduct due diligence where you are required to submit all the documents below as well as fill up several forms
- Pay our fees
- We will conduct name search with the Companies Commission to determine if your company’s name is available for registration. The name must be the same as the company’s name in the country it was incorporated. If that name is approved, it will be reserved for 3 months.
- We will then proceed with the registration. This must be done within that 3 months, failing which fresh search and name reservation will have to be done again, incurring another fee.
- A certificate of registration will be issued by the SSM upon compliance with the registration procedures and submission of the duly completed registration documents.
- After the registration has been successful and Certificate of Registration is issued, we will send you a Corporate Kit for your keeping containing, the Cover Letter, Certificate of Registration, Rubber Stamp, Company Profile, and Director’s Resolution.
To register your company as a branch we need the following from you;
- National Identification Card /Passport of all shareholders and Directors of the company,
- Proof of address of all Directors and shareholders such as utility or cable bill or bank statement,
- Latest company particulars from the company’s Registrar,
- Board resolution approving the registration,
- Certified copy of the Certificate of Incorporation of your company,
- Certified copy of the Memorandum and Articles of Association or its equivalent,
- A memorandum of appointment or power of attorney authorizing the person(s) residing in Malaysia to accept on behalf of the foreign company any notices required to be served on it,
- Statutory Declaration by the agent of the foreign Company, and
- Registration fee according to the scale below;
|AUTHORISED SHARE CAPITAL||FEES (RM)|
|Up to 400,000||1,000|
|400,001 – 500,000||3,000|
|500,001 – 1 million||5,000|
|1,000,001 – 5 million||8,000|
|5,000,001 – 10 million||10,000|
|10,000,001 – 25 million||20,000|
|25,000,001 – 50 million||40,000|
|50,000,001 – 100 million||50,000|
|100,000,001 and above||70,000|
ANNUAL MAINTENANCE OF A BRANCH OF FOREIGN COMPANY AND OUR FEES
Just like a car, a company once created is required by the Companies Act to be maintained every year. And for these there are fees involved. Unlike car which can break down if not maintained regularly, a company can be liable for a fine or struck off the register if the maintenance required are not done on time. Its Company Secretary can be liable to a fine and blacklisting too. So what your company is required to do annually on time are;
- Hold an Annual General meeting,
- Lodge an Annual Return together with the Audited Account with the Companies Commission one month before the AGM. But if the company’s shareholders are not more than 20, and none is a corporation (exempt private company), it need not lodge Audited Account and only need to lodge a certificate signed by the Director, the Company Secretary and the Auditor stating that the company is an exempt private company, its Audited Account complies with the provisions of the Companies Act and has been tabled in the company’s AGM, and the company is able to meet it liabilities.
- Lodge the following statutory documents whenever there are changes made in its registered particulars;
- FORM 49 – If there is change of Directors, Managers or Secretaries,
- FORM 44 – If its Registered Office or Office Hours is changed,
- FORM 24 – If there is any dealing made in its shares,
- FORM 11 – Whenever the company passed a resolution,
- FORM 25 – If shares were allotted otherwise than for cash,
- FORM 27 – If any preference shares were redeemed, and
- FORM 28 – If the company increased its share capital.
Here at Law & Commerce, our fees are roughly as follows;
|Professional fees for the first year||Minimum 5,000|
|Annual maintenance. Excluding accounting, audit & tax compliance.||2,000|
The incorporation doesn’t take much time. Below are roughly the time we take to incorporate the company.
|1||Conducting name search||A few minutes|
|2||Name reservation||Approval is 1 day unless there’s query where approval will be the next day|
|3||Pre incorporation preparation||1 day if all documents we require are completed in time|
|4||Incorporation||1 to 2 days if there is no query from the SSM|
|5||Handover of corporate kit||1 week from incorporation is successful|