The interest of businessmen in Southeast Asian countries, particularly related to Malaysia, is constantly increasing. It is among the top twenty jurisdictions in terms of ease of doing business (according to the DoingBusiness rating). This is one of the most promising states in the region, and more and more businessmen want to carry out their activities in it. If for these or any other reasons this jurisdiction interests you too, it is possible to establish your legal presence here in one of the next forms.
Major Forms of Legal and Business Presence
The procedure of registration of a company in Malaysia and its specifics depend on the form of incorporation. The following structures are allowed in the country:
- Individual entrepreneurship. A company shall be established under a personal name, you can use trade names, and the responsibility for debts is full in this case. Only residents of the country can establish private enterprises.
- Private Limited Company – the most common type of doing business in the country where the liability of members does not exceed the amounts of contributions made by them for the share ownership, including those parts unpaid by them. The company shall have a resident secretary and at least one director who may be even a single shareholder. The minimum allowed paid-up capital is 1 ringgit. The number of members is limited to 50 individuals and/or entities. This considered type of body corporate cannot offer its shares to the public and should impose certain restrictions on their transfers. This form is used when establishing comparatively small businesses. The obligations relate to the company assets rather than the founders themselves as this body corporate is legally separated from its members.
- Public Limited Company – a legal person that can have more than 50 shareholders (the maximum number of shareholders is not limited) who also don’t bear any financial responsibility in excess of the value of shares owned. It can be registered on the Malaysian stock exchange. Securities can be transferred to third parties freely.
- Unlimited Company – a corporate entity where members bear unlimited liability for the results of the company’s operation. Their personal property also may be called to cover potential losses.
- Partnership (General) – business can be owned by up to 20 persons who bear unlimited financial liability for the results of the business operation. This business is very easy to register. It is based on the partnership agreement.
- Limited Liability Partnership – a form of doing business that can be started by at least two persons whose financial responsibility is restricted to the amount of their contributions. This option for doing business is between a private limited company (in terms of the restricted liability of its members) and a partnership (in terms of the ease of arrangement of its operation). It is based on the partnership agreement, has to be registered, and has its own legal personality.
To start a commercial or tourist business, you need a license. If a shareholder holds the position of director, he/she shall be at least 18 years old.
Registration Requirements and Steps
Company formation in Malaysia usually covers passing these preliminary stages:
- Clarifying your business objectives that will be realized through the Malaysian enterprise.
- Securing a business name by sending a name approval request and paying for the service.
- Collecting required personal and corporate data from founders, beneficiaries, and future managers.
- Arranging the registered address for a future company.
- Drafting and formalizing statutory documents and registration forms.
- Forming and lodging a set of ready documents for the registration, including:
- a document of the approval of a business name;
- details about founders of the company (names, addresses, copies of foreign passports);
- certified copies of the Certificate of Registration (for foreign companies), Charter, Memorandum, and other constituent documents;
- information on directors;
- memorandum on the appointment of persons authorized to receive notifications (they can only be represented by residents of the country);
- statutory documents of a future company;
- a statement certified by an agent of the company.
After submitting the package (this can be done using ‘one-stop shop’ services), the papers will be verified and, if successful, the founders will get the Certificate of Registration.
- Registration for tax and social security purposes.
- Opening a corporate bank account for a newly-formed enterprise.
- Applying for and getting business licenses and permits for regulated types of activities.
Legal and Regulatory Framework
Local state authorities apply measures for enhancing the framework for doing business regularly. This is related to the matters of business incorporation and further maintenance. But, the local government makes the processes of getting licenses and permits easier also, including for foreign investors.
Principal legal acts in the area of doing business are the Registration of Business Act, the Companies Act, the Partnership Act, and the Limited Liability Partnerships Act. Major regulatory bodies in Malaysia are the Company’s Commission of Malaysia and the Securities Commission of Malaysia.
Tax System of Malaysia
While considering an option of company registration in Malaysia, these tax highlights also should be taken into account:
- Corporate income tax rate – 24%
- Personal income tax rate – 30%
- Value-added tax rates – (i) sales tax – 10% and (ii) service tax – 6%
- Withholding tax rates – (i) dividends – 0% (ii) interests – 0% or 15% (iii) royalties – 10%
- Capital gains tax – according to the basic rule, taxes are not levied, except for earnings for the operations with real estate (rates may vary).
The following income of Malaysian residents or foreign beneficiaries is tax-free:
- dividends received from an low-tax company;
- 65% of income from low-tax companies when providing legal, accounting, financial, or secretary services;
- second-level dividends received from dividends from a local low-tax company;
- royalties paid by an low-tax company to a non-resident;
- interest paid by an low-tax company to a non-resident;
- interest paid by an low-tax company to a resident (except those carrying out banking, finance, and insurance activities in Malaysia).
In general, Malaysia has low taxes. To reduce the fiscal load, you can hire a citizen of the country as a company head. In this case, taxes will be somewhat lower – this rule also applies to the joint management (one person is a resident, other board members are non-residents).
Advantages of the Jurisdiction
Business formation in Malaysia may be promising in view of the following potential benefits this jurisdiction offers:
- well-developed and stable economy
- flexibility for doing business locally and worldwide
- low level of unemployment and inflation
- Labuan is a well-known local low-tax center where you can trade duty-free and not pay turnover taxes, excises, and export and import fees
- main industries developed in the country are rubber production, tourism, electronics, oil refining, and agriculture
- advantageous tax system
How Prifinance Specialists May Help You
To make all the registration procedures easier in Malaysia, be sure everything is done in an appropriate manner, get rid of challenges, and save time, contact Prifinance experts for legal support.
We offer prompt company registration and bank account opening services in Malaysia and worldwide. New registration and ready-made options. Provide extensive details for more precise consultations and suggestions that can be effective for your future project.