Application to Register a Trust Company in Malaysia
Any public company incorporated in Malaysia may apply to the Registrar of Companies to be registered as a trust company subject to terms and conditions.
The terms and conditions are as follows:
(a) the purpose of the company is restricted to several or all purposes stated as follows;
i) to accept and execute the offices of executor, administrator, trustee, receiver, receiver and manager, assignee, liquidator, guardian of the property of an infant, committee of the estate of a mentally disordered person or other like office of a fiduciary nature;
ii) to act as attorney or agent for the collection, receipt and payment of money, and for winding up estates, and for the sale or purchase of any movable or immovable property;
iii) to act as agent for the management and control of movable and immovable property for and on behalf of the owners, or for or on behalf of executors, administrators or trustees;
iv) to act as investing and financial agent for and on behalf of executors, administrators and trustees or any other persons whatsoever, and to receive money in trust for investment and to allow interest thereon until invested; and to undertake for and on behalf of executors, administrators and trustees or any other persons whatsoever the negotiation of loans of all descriptions and the procuring and lending of money on the security of any description of property, immovable or movable, or without taking any security on such terms as may be arranged, and to advance and lend moneys to protect any estate, trust or property entrusted to the company as aforesaid and to charge interest upon any such advances:
Provided that nothing herein contained shall be held either to restrict or extend the powers of the company as trustee or agent under the terms of any trust or agency that may be conferred upon it;
v) to take securities of such nature as are deemed expedient for any moneys owing to the company;
vi) to be the custodian on such terms as are agreed upon of any moneys, securities, jewellery, plate or other valuable property and of papers, documents, deeds, wills, debentures and other evidence of title or indebtedness;
vii) to receive and manage any sinking, redemption, guarantee or any other special fund or deposit and to act as agent for countersigning, registering or otherwise ascertaining and certifying the genuineness of any issue of shares, stocks, bonds, debentures or other securities for money of any government, municipal or other corporate body or of any association, whether incorporated or not, duly authorized to issue and make such issue and to hold any such securities as agent or trustee, and to act generally as agent for any such government, municipal or corporate body or association;
viii) to acquire and hold immovable property for the actual use and occupation of the company or of any of its officers and servants; and to erect, construct, enlarge, alter and maintain any buildings necessary or convenient for the said purpose; and to sell or otherwise dispose of any such immovable property if not required for the said purposes;
ix) to hold land which, having been mortgaged or charged to the company, is acquired by it for the protection of its investments; and, from time to time, sell, mortgage, charge, lease or otherwise dispose thereof;
x) to deposit the moneys of the company not immediately required with any bank at interest until the moneys can be more permanently invested, and to invest the moneys of the company in accordance with section 18 of the Trust Companies Act 1949;
xi) to borrow moneys, and secure the repayment thereof with interest, in accordance with section 20;
xii) to receive and collect such remuneration for its services as is agreed upon or as fixed or allowed from time to time by law, and all usual and customary charges, costs and expenses;
xiii) to support and subscribe to any charitable or public object and to any institution, society or club which may be for the benefit of the company or its employees or may be connected with any town or place where the company carries on business; to give pensions, gratuities or charitable aid to any person who may serve or have served the company or to the wives, children or other relatives of those persons; to make payments towards insurance and to form and contribute to provident and benefit funds for the benefit of any person employed by the company:
Provided that no such subscription, gift, payment or contribution shall be given or made, except out of profits of the company available for distribution as dividend;
xiv) to carry on in Singapore and Brunei or in either of them, but not elsewhere except so far as may be incidental to and necessary for the proper performance of the duties of any office held by the company in Malaysia, Singapore, or Brunei, any business or to hold any office which a trust company is by this Act authorized to carry on or to hold in Malaysia;
xv) to acquire and undertake the whole or any part of the business of any person or company of a like nature to any business which a trust company is authorized to carry on, and in consideration for the acquisition to undertake all or any of the liabilities of the person or company and to issue shares to the person or company; and (p) to do all such other things as are incidental or conducive to the attainment of the aforementioned objects or any of them.
(b) The authorised capital of the company is not less than five hundred thousand ringgit (RM500,000) divided into shares of not less than ten ringgit (RM10.00) each;
(c) at least one-half of the amount of every share issued by the company remains unpaid and is not liable to be called up, except in the event and for the purpose of the winding-up or dissolution of the company;
(d) the board of directors are to be appointed with due care and attention according to the company’s Articles of Association;
(e) at least one hundred and fifty thousand ringgit (RM150,000) of the authorised capital has been bona fide paid up;
(f) the company has deposited securities approved by the Minister of Finance to the value of one hundred thousand ringgit (RM100,000) with the Accountant General; and
(g) the company is able to meet its obligations, apart from its liabilities to its shareholders, without taking into account the securities deposited with the Accountant General.
Use of the word “trustee” or “trust” in the name of the public company to be established requires the approval of the Minister as it is a restricted name. One of the supporting documents which must be submitted for the consideration of the Minister in approving the use of the word “trustee” or “trust” is the approval in policy letter, for the use of the said name, from the Registrar of Companies.
Documents which need to be submitted to the Registrar of Companies for consideration of approval in policy for the use of the said name / establishing a trust company are as follows:
a) Details and organisation chart of the company;
b) Proposal on the main activity;
c) Explanation of the biodata of the Chief Executive Officer (CEO) / Directors / Officers / Employees:
i) Name and complete biodata of the nominated CEO, directors and board of directors;
ii) Confirmation of the CEO to be in full-time employment; and
d) Name of the shareholders and their shareholdings. No member of a trust company shall at any time hold, or have any interest in shares in the capital of the capital to an amount exceeding one fifth of the issued capital of the company.
SSM will issue the approval / rejection letter for the use of the said name / establishment of the trust company after consideration of all information submitted.
If an approval in policy letter has been obtained, the subsequent action is to submit the relevant documents to the Name Search Division and Incorporation (Registration) Division to establish a public company under the Companies Act 1965.
Guidelines to Register a Trust Company after Incorporation of a Public Company
Documents which need to be submitted to the Registrar of Companies for consideration to register a trust company are as follows:
i. Form 8 (Certificate of Incorporation for a Public Company) – indication of BERHAD status;
ii. Form 23 (Certificate of Commencement of Business);
iii. Memorandum and Articles of Association;
iv. A detailed corporate project including a study on the local and foreign trust industry (if applicable) as well as the plan and marketing strategy of the company. Other information which must be submitted is as follows:
Information on the size of support staff as well as officers / directors who will lead the company in the management of the trust company;
Name and complete biodata of the Chief Executive Officer (CEO) / Directors / Officers / Employees;
Confirmation that the CEO will be in full-time employment;
v. Details of shareholders including their names and shareholdings. No member of a trust company shall at any time hold, or have any interest in shares in the capital of the capital to an amount exceeding one fifth of the issued capital of the company;
vi. Certified copies of Form 24 and Form 49;
vii. Form 48A for the director(s) to be appointed; and
viii. personal credit information, of the director(s) / Chief Executive Officer to be appointed, from the Central Credit Reference Information System (CCRIS) of Bank Negara Malaysia (Central Bank of Malaysia).
After consideration of the relevant documents, a rejection letter will be issued if the Registrar is not satisfied and is of the opinion that the applicant does not qualify for registration.
If the Registrar is satisfied, the nominated CEO is required to attend an interview. In addition, the applicant is required to submit the following documents:
i. Statutory Declaration which states that the company is able to meet its obligations apart from its liabilities to its shareholders;
ii. Security Deposit of RM100,000 deposited with the Accountant General;
iii. Original receipt for payment of RM5.00 for the application and the receipt for the certificate of registration according to the amount of authorised capital; and
iv. submission of the registers of members, directors and the minutes of meetings as well as copies of bank-in slips or any documents to support compliance to this division for inspection.
Terms and Conditions for the Registration Licence of a Trust Company
The approval of registration for a trust company is subject to the following terms and conditions:
i. Any appointment or change in the Board of Directors or Executive Director(s) / Chief Executive Officer requires the prior approval of the Registrar of Companies; and
ii. All companies which obtain approval are required to become a member of a relevant and recognised industry association.
Application for the Appointment of a Chief Executive Officer / New Director
Documents which need to be submitted to support such an application are as follows:
i. Complete biodata of the director / Chief Executive Officer including:
a. Name;
b. Date of Birth;
c. Home Address;
d. Office and Home Phone Number;
e. Current Position;
f. Office Address;
g. Academic Qualifications;
h. Name of Professional Bodies and Societies Joined;
i. Work Experience – Date/Duration, Employer, Position and Function or Duties;
j. Courses attended;
k. Other Related Details; and
ii. Personal credit information, of the director(s) / Chief Executive Officer to be appointed, from the Central Credit Reference Information System (CCRIS) of Bank Negara Malaysia (Central Bank of Malaysia).
If the Registrar is satisfied, the nominated CEO is required to attend an interview.
Lodging Annual Returns of a Trust Company
Every trust company is required to keep a list of members and a summary together with a statement of liabilities for the investments and properties of the company.
The said statement must be certified to be true with an affidavit signed by the chairman or deputy chairman and attested by a manager or company secretary of the company. Additionally, the documents which need to be lodged are as follows:
i. Annual Returns; and
ii. Statement of Liabilities together with an Affidavit.
Fees for the lodgment of Annual Returns by a trust company is RM10.00. Annual Returns have to be lodged with this division. They are different from the standard annual returns lodged under the provisions of section 16 of the Companies Act 1965.
How Bestar can Help
Application to Register a Trust Company in Malaysia
Bestar can provide comprehensive assistance in registering a trust company in Malaysia, guiding you through the complex process and ensuring compliance with all regulatory requirements. Their services encompass:
Company Name Search and Reservation: Bestar conducts a thorough name search to ensure your proposed trust company name adheres to the guidelines stipulated by the Companies Commission of Malaysia (SSM). Once the desired name is available, they will reserve it for you.
Preparation of Registration Documents: Bestar meticulously prepares the entire set of registration documents, including the Memorandum of Association, Articles of Association, and Form 49, ensuring accuracy and completeness.
Submission of Application to SSM: Bestar efficiently handles the submission of your trust company registration application to SSM, ensuring all required documents and information are provided.
Obtaining SSM Approval: Bestar closely monitors the application process and actively communicates with SSM on your behalf, ensuring timely approval and addressing any queries or concerns raised by the authorities.
Post-Registration Assistance: Bestar provides ongoing support after registration, including company secretarial services, ensuring your trust company remains compliant with all legal and regulatory requirements.
By entrusting Bestar with your trust company registration process, you benefit from their expertise, experience, and commitment to seamless and compliant incorporation. Our services eliminate the burden of navigating the complex regulatory landscape, allowing you to focus on the core operations of your trust company.
If you would like to know more, please contact Bestar.