Overseas corporation/branch establishment
1. Malaysia corporation establishment
All companies in Malaysia are regulated by the Companies Act of 1965 (CA). The law stipulates that all companies must register with the Malaysian Business Council (SSM) to conduct business in any form. Corporations are indicated as "Sendirian Berhad; Sdn.Bhd.", and listed companies are indicated as "Berhad; Bhd.".
When registering as a corporation, it is registered with the Corporate Committee (SSM) along with an appointed authorized secretary.
The corporate secretary is responsible for the efficient management of the company to ensure that the organization complies with relevant laws and regulatory requirements and to implement resolutions at the board of directors.
It is called “secretary”, but the actual role is not the office worker or the secretary of the company. Secretari is appointed by the board of directors and acts as a representative for legal documents, and the largest part of its responsibility is to ensure that the company and its directors are legally operated within the limits of the law. In addition, it is the responsibility of the company to communicate with shareholders to legally pay their dividends, and to keep and maintain company records such as directors, shareholder registers, and annual accounts.
2. Types of corporations and establishment procedures (excluding Korean corporations)
① Sendirian Berhad (Sdn. Bhd.)-Private Limited Co., Ltd.
In general, all legal entities established are Sdn. Bhd. Is established.
It is composed of shareholders and directors and has independent authority. At this time, the shareholders can be a corporation and an individual, and the directors must be individuals.
Must be listed.
It is possible to establish a minimum of 2 ringgit, but the required minimum capital varies depending on the business type.
It can be established with 100% foreign capital. But this will also be required, so the locals when license applications should be in accordance with the sector's shares.
Execute independent financial statements.
② Foreign Branch Office-Overseas branch
It is a legal entity established when a head office located outside of Malaysia wants to establish a branch in Malaysia.
The head office must appoint a branch manager to represent the branch, and in the case of a branch, unlike an independent corporation, a local agent, not a secretary, must be appointed and registered, and the local agent is responsible for ensuring compliance with legal and regulatory requirements.
In the case of capital, the registered capital is applied based on the capital stock of the head office.
The financial statements linked with the head office must be executed.
As it is limited to the business type of the head office, there are restrictions on overseas business.
③ Representative Office-Liaison Office
Establishing a liaison office in Malaysia at the head office outside of Malaysia, and limited to market research or cooperative work of the head office.
Activity is possible.
Established by registering with the Investment Promotion Agency (MIDA), not the Corporate Committee (SSM).
Register with the Investment Promotion Agency (MIDA) an accounting report stating that you have spent more than RM300,000 in operating expenses for a minimum year.