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HOW CAN DO WE REGISTER A FOREIGN COMPANY IN MALAYSIA ?

A foreign company can only carry on business in Malaysia if it incorporates a local company as its subsidiary or registers a branch in Malaysia. A foreign company intending to establish a place of business in Malaysia must procure registration with the Registrar of Companies. However, prior approval from the Ministry of International Trade and Industry has to be obtained before the registration.

A foreigner can also carry on business in Malaysia by acquiring the majority or all the shares of an existing Malaysian company or by entering into a joint venture with a Malaysian company or individual particularly through shareholdings in the newly incorporated joint venture company.

The Ministry encourages foreign companies intending to do business in Malaysia to incorporate local subsidiaries. Thus, the Ministry only permits companies with government or quasi-governmental contracts to register branches in Malaysia.

To register a foreign company, you must apply to the Registrar of Companies in Kuala Lumpur or through any of its branch offices in Malaysia by submitting the Form 13A to inquire whether the proposed name for the foreign company is available. There will be a RM30 fee imposed on each application.

The applicant will be informed accordingly if the name is available and approved. The approved name will be reserved for three months from the date of the approval.

The applicant will be required to submit the following documents for registration within the three months period

• A certified copy of its certificate of incorporation or document of similar effect
• A certified copy of its charter, statute of Memorandum and Articles of Association or other instrument constituting or defining its constitution
• A list of its directors and certain statutory particulars regarding them in Form 79
• A memorandum of appointment or power of attorney authorizing one or more persons resident in Malaysia to accept on behalf of the company, service of process and any notices require to be served on the company
• A statutory declaration in the Form 80 made by the agent of the company

An appointed agent is responsible for ensuring compliance of the Companies Act 1965.

Where there are local directors, you will have to submit a memorandum stating the powers of the directors.

A certified translation into English or the National Language must accompany the documents if the documents are in foreign language.

You will also be required to pay a registration fee based on its authorized share capital

Once the requirements of the Act are fulfilled and the payment of the appropriate fee received, the Registrar of Companies will register the company as a foreign company under Division 2 or Part XI of the Act and a certificate in Form 83 will be issued evidencing the registration.

The form are technical in nature and set out in the Companies Regulations 1966.

Any changes in the particulars of a foreign company or in the company's name or authorized capital must be filed with the Registrar of Companies within one month from the date of change together with the appropriate fees.

Every foreign company shall within one month after it established a place of business in Malaysia, lodge with the Registrar of Companies for registration, notice of situation of its registered office in Malaysia in the prescribed form.

All foreign branch company is required to keep proper accounting records. Annual return is required to be lodged with the Registrar of Companies once in every calendar year.

ARE THERE ANY REQUIREMENTS FOR DOCUMENTS SUBMITTED TO THE REGISTRAR OF COMPANIES ?

Yes. Any document you submit to the Registrar of Companies in pursuant to the Companies Act 1965 shall be submitted in duplicate.

The document shall be on paper of medium weight and good quality and of international sheet size A4 only and shall have margins of not less than 25 millimeters on the left and not less than 15 millimeters on the right. The document must be clearly printed, typewritten or otherwise produced in a manner that is permanent and will make possible a reproduction by photographic means and shall be in type of a size not less then the type known as eight points times unless otherwise approved by the Registrar of Companies.

All documents cannot be a carbon copy except with the consent of the Registrar of Companies.

If the document comprises of two or more sheets, the sheets shall be bound together securely and each sheet shall have margin of not less than 20 millimeters on the side on which it is bound in addition to any space requirement for binding. Additionally, if the document comprises more than 20 sheets, it shall be bound securely inside a durable and flexible cover.

The document have to be punched with two holes of 6 millimeters in a diameter and measuring 80 millimeters apart on the left margin.

The document shall then be endorsed with the name, address and telephone number of any person by or whose behalf the document is lodged and the end of each document.

Finally, related documents have to be endorsed on the upper left corner of every pages with the company number allotted to the company by the Registrar of Companies.

Any prescribe fee payable in respect of the submission of a document with the Registrar of Companies shall be paid at the time the document is submitted.