Lalaport opened in Malaysia in 2022
| ＜Q&A＞ Q：Which is the most commonly used form among these 3? A：The first one as it allows license acquisitions and tax benefits. |
Kuala Lumpur in 2021, where construction continues to grow.
The following is a brief introduction to the regulations of investment rate for each industry.
【Manufacturing industry】
Restrictions on foreign capital investment in the manufacturing industry were abolished in 2003, allowing 100% foreign capital investment in principle.
【Financial institutions】
In 2013, restrictions on foreign investment were abolished with the enforcement.
However, prior approval from Bank Negara Malaysia is required to acquire 5% or more of company’s shares, regardless of location- foreign or domestic (there are no legal restrictions).
【Other service industries】
Foreign investment is prohibited in the following industries.
①Supermarkets/mini-marts (with a store area of less than 3,000 square meters)
⑴Independent supermarkets with a store area of less than 3,000 to 5,000 square meters.
⇒If it meets the regulations and conditions of MDTCC’s definition of "superstore" guidelines, entry by 100% foreign capital is permitted.
⑵Supermarkets in department stores with less than 2,000 square meters are allowed to be fully foreign-owned.
②Grocery stores/general retail stores
③Convenience store
⇒As of December 2018, foreign-funded convenience stores are required to obtain prior approval. However, the content of the authorization requirements has not been clarified yet.
④Retailers in newspaper and media print
⑤Pharmacies (traditional and western medicine)
⑥Gas station
⑦Market (Wet supermarket) and roadside stores
⑧Projects involving national strategy benefits
⇒Malaysian government has set a maximum foreign investment ratio of 30% or 49% for strategies related to water, energy, power supply, broadcast, defence, security, etc.
⑨Fabric stores, restaurants (not the high-end), bistros, jewellery stores, etc.
Establishing a company with 100% foreign investment status in other industries is possible.
It is possible to be a fully foreign-owned establishment for the service sector other than the ones listed above.
The authorities for each industry is as listed as below.
In 2020, the number of modern shared offices have increased. It is possible to set up a company with low initial cost.
Overview of company secretary
Company Secretary is in charge of preparing documents for various registrations of company establishment, as well as proceeding with government procedures, as stipulated by the new Companies Act. Each company must appoint a Company Secretary and register the company upon establishment.
Company secretary plays an important role in setting up of an organization. Organization management can vary greatly depending on the requested secretarial role. Some precautions should be taken as follows:
All companies in Malaysia are obliged to have one or more company secretaries.
The Company Secretary must be 18 years or above and a neutral party, whose principal place of residence is Malaysia. He/she must possess related qualifications and has to be a member of a recognized organization such as the Institute of Company Secretaries or hold a license by the Registrar of Companies Malaysia.
Appointment and dismissal of company secretary is by resolution of Board of Directors.
| ＜Q&A＞ Q：What should I start preparing first? A：It is better to prepare beforehand as you will need the following documents and information |
The company secretary will usually handle the incorporation procedures of company establishments in Malaysia.
The following documents and information are usually requested by the Company Secretary, so it is best to prepare them in advance.
Name search is a process in checking the availability of desired company name in Malaysia. Similar company names are distinguished by either being used or not in use. Those that are read similarly but contain minor differences in the spelling may be considered invalid.
Additionally, company names of business with non-existing business models any longer may also be restricted for usage.
Further restrictions are also imposed onto company names that are considered inappropriate for the business. In such cases, use of the name may be permitted accompanied by an explanation and RM300.00.（Refer to guideline）
Since there is a possibility for the first choice to be rejected, it is recommend to prepare three corporate candidate names (00xx Sdn Bhd).
| ＜Q&A＞ Q：How soon will I have the results of the name search? A：You will receive the results within 1～2 days from application. |
The following documents are to be submitted to SSM (Suruhanjaya Syarikat Malaysia) within 3 months after company name has been decided.
＜Documents to be submitted＞
Choosing a company name is the first step in establishing a company
Appoint at least one director and at least one of the directors must be a Malaysian resident. That director does not have to be a Malaysian. Usually, the director also serves as a shareholder.
| ＜Q&A＞ Q：Is it ok to have only one director? A：Yes. The new Companies Act, published in September 2016 that came into effect on January 31, 2017 relaxed the previous requirement of two Malaysian resident directors to only requiring one Malaysian resident director. |
RM 1 is the minimum paid-up capital stipulated by the Malaysian Companies Act. However, for Japanese nationals to work as a director or a representative in a Malaysian corporation under the Employment Pass, the minimum capital requirement depends on the Malaysian capital ratio in relation to type of business. It is necessary to meet the funds requirement especially for Japanese wishing to work in Malaysia.
For the food and beverage, retail, trading, and service industries, a minimum paid up capital of at least RM1 million is required to obtain a license.
This process is also handled by the company secretary.
・Procedures for holding a meeting of the Board of Directors
Notices have to be delivered regarding meetings of board of directors.
The notice must include the date, time,location and agenda of the board meeting. This notice may be delivered via phone, fax, e-mail, word of mouth, or by any other simple method. Unlike the General Meeting of Shareholders, no specific convocation period will be set but is advisable to, taking into account preparation and travel time, if any.
In Japan, the minimum attendees for Board of Directors meeting is a majority of the members of the Board of Directors. However, in Malaysia, the minimum attendees are two members or as determined by the Articles of Incorporation.
・Location and resolution of board of director meetings
There are no specific regulations regarding the location of Board of Directors meetings. These meetings can be held online as stipulated in the Articles of Incorporation.
In addition, if all directors are in favor of a resolution, the resolution can be made in writing with the signatures of all directors. Resolutions are normally decided by a majority vote of those present.
・Election & dismissal of board of directors
In principle, the election of directors is decided by a resolution of the shareholders' meeting. But the Board of Directors may also elect directors in accordance with the Articles of Incorporation. Same goes for the dismissal of board of directors.
For public companies, prior notice must be given to the directors who are to be dismissed.
・Term of office of directors
For a public company, all directors automatically retire at the first annual shareholders' meeting. However, the same directors may be re-elected at any subsequent annual meeting. One-third of the directors (or as close to one-third as possible if the number of directors is divisible by 3) will retire from office in subsequent meetings. The order of removal will start from the director with the longest tenure. Directors who have retired may be reappointed again. In the case of a privately held company, the term of office is determined in the articles of incorporation.
・Resignation
When a director resigns, he/she submits a written resignation, which must be approved by the board of directors prior to becoming into effect. However, if the company has only one director, the resignation will only be in effect once a successor is appointed.
・Representatives of directors
Similar to the concept of representative director in Japan, one managing director must be appointed from among the directors. The term of office is not limited by registration as a Managing Director, and the Managing Director is not required to resign at a general meeting of shareholders.
・Remuneration of directors
The remuneration of directors of Malaysian public companies are also subject to resolution at a general shareholders' meeting. The remuneration of directors of a private company can be resolved by the board of directors by stipulating in the articles of incorporation, but the shareholders must be notified within 14 days of the resolution.
Webinars are hosted on CONNECTION from time to time.
 |
【Video】Malaysia's latest work visa information (Recorded on April 20, 2022)This webinar talks about the basic requirements, procedure and trends in obtaining a work visa in Malaysia. |
 |
【Video】Seminar on financial management in Malaysia～Understand your company's financial position～（recorded on October 13,2021）This seminar is designed for expatriates (or those thinking of moving to Malaysia) who wish to gain a deeper understanding of financial management abroad, including tips in utilizing balance sheet (BS) in making management decisions. |
 |
【Video】Seminar on financial management in Malaysia～How to make profit from breakeven point～（Recorded on September 14,2021）This seminar is designed for expatriates (or those thinking of moving to Malaysia) who wish to gain a deeper understanding of financial management abroad, including tips in utilizing balance sheet (BS) in making management decisions. |
Download an excel spreadsheet detailing a schedule in incorporating your company in Malaysia, a list of documents to be submitted for incorporation, and information input form for incorporation in Malaysia. Please take advantage of this information and facility.
You can use this excel form as it is
This article was written in collaboration with Tokyo Consulting Firm.
While we try our best in making sure the information provided in the contents and articles of this site is as accurate as possible, we do not necessarily guarantee the accuracy of the content. Unauthorized reproduction of content is prohibited.
|
Networking with Japanease Companies in Malaysia
 |
|
Operated by Bridge International Asia Sdn Bhd
"CONNECTION" is Community site operated by Bridge International Asia Sdn Bhd in Malaysia. Bridge International Asia Sdn Bhd
|
