Registration of a Branch in Malaysia by Foreign Companies
Can a foreigner set up a company in Malaysia? How do I open a branch office in Malaysia? How do I open a branch? What is a foreign owned company?
Branch Registration
All foreign companies wishing to conduct business in Malaysia must be registered with the Malaysian Companies Commission of Malaysia ("SSM" or "Registrar") as a foreign company. Foreign companies registered are often referred to as "branches".
A foreign company may carry on business in Malaysia by registering a branch in Malaysia.
Foreign company is defined as:
(a) a company, corporation, society, association or other body incorporated outside Malaysia; or
(b) an unincorporated society, association or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose and which does not have its head office or principal place of business in Malaysia.
What is a Branch
In the context of business, a branch in Malaysia is a non-separate legal entity that is an extension of a foreign company. It does not have a separate legal personality from its parent company and is therefore liable for all the debts and obligations of the parent company.
To register a branch office in Malaysia, you need to follow these steps:
Choose a company name that is unique and not already registered with the Companies Commission of Malaysia (SSM).
Appoint a Malaysian resident agent who will be responsible for representing the branch office in Malaysia.
File the necessary documents with the SSM, including:
A certified copy of the foreign company's certificate of incorporation or registration.
A certified copy of the foreign company's memorandum and articles of association.
A declaration by the Malaysian resident agent stating that they are aware of their responsibilities.
A Form 79, which is a return giving particulars of the directors and changes of particulars of the branch office.
Here are some of the key differences between a branch office and a subsidiary in Malaysia:
A branch office is not a separate legal entity, while a subsidiary is a separate legal entity.
The parent company of a branch office is liable for all the debts and obligations of the branch office, while the parent company of a subsidiary is not liable for the debts and obligations of the subsidiary.
A branch office can only carry out the same activities as the parent company, while a subsidiary can carry out any activities that are permitted by its articles of association.
Requirement for Foreign Companies to have Agent
A foreign company shall at all times appoint an agent in Malaysia who shall -
(a) be answerable for such acts, matters and things that are required to be done by the foreign company; and
(b) be personally liable to all penalties imposed on the foreign company for any contravention unless the agent satisfies the court hearing the matter that the agent should not be liable.
If an agent ceases to to be an agent and the foreign company continues to carry on business or has a place of business in Malaysia, the foreign company shall appoint another agent within twenty-one days from the date the previous agent ceases to be an agent.
Registration Procedures
The registration of a foreign company is as follows:
1. Name Search and Application of Name
(a) An applicant must first conduct a name search in order to determine if the proposed name for the intended company is available. The name to be used to register the foreign company in Malaysia should be the same as the name registered in its country of origin.
2. Application to Register A Foreign Company in Malaysia
(a) Within thirty (30) days from the date of company name approval, the applicant must submit the following information to SSM:
(i) the corporate name, place of incorporation or place of origin, registration number and the registered office of the body corporate;
(ii) the name, identification, nationality and the ordinary place of residence of every person who is appointed as a director of the foreign company in Malaysia;
(iii) the list of its shareholders or members at its place of origin;
(iv) in the case of a foreign company with share capital, the details of class and number of shares at its place of origin;
(v) in the case of a foreign company limited without share capital, the amount up to which the member undertakes to contribute to the assets of the foreign company at its place of origin in the event of its being wound up; and
(vi) the name and address of a person who is a resident in Malaysia, who is appointed by the foreign company as its agent under a memorandum of appointment or power of attorney.
(b) The application shall be accompanied with a statement by the agent of the foreign company confirming his consent for the appointment.
(c) Additional documents consisting of the following should be submitted to SSM:
(i) application for Registration of Foreign Company;
(ii) a certified copy of the certificate of incorporation or registration in its place of incorporation of the foreign company;
(iii) a certified copy of the foreign company's charter, statute or Memorandum and Articles of Association or other instrument defining its constitution;
(iv) if the directors residing in Malaysia are members of the local board of directors of the foreign company, a memorandum duly executed by or on behalf of the foreign company stating the powers of the local directors;
(v) a memorandum of appointment or power of attorney, stating the name and address of one or more persons (agent) residing in Malaysia authorized to accept on behalf of the foreign company, service of process and any notices required to be served on such foreign company;
Where a memorandum of appointment or power of attorney lodged with the Registrar is executed by a person on behalf of the company, a copy of the deed or document by which that person is authorized to execute the memorandum of appointment or power of attorney, verified by statutory declaration, shall be lodged with the Registrar and the copy shall for all purposes be regarded as an original.
(vi) a statutory declaration in the prescribed form made by the agent of the company;
(vii) a copy of application and reservation for availability of names, and
(viii) a copy of an application of reservation of name and a copy of email from SSM notifying approval of reservation of the name of the foreign company.
(d) If any of the described registration documents are in languages other than Bahasa Malaysia or English, a certified translation of such documents in Bahasa Malaysia or English shall be required to be attached.
Registration Fees for Registration of Foreign Company
The proposed company name lodged fee is RM50. If the proposed company's name is approved by SSM, it will be reserved for thirty (30) days from the date of approval.
The period of the reserve name could be extended with a prescribed fee of RM50.00 for every thirty days or part thereof with a maximum of 180 days.
Registration fees shall be as per the following schedule:
Share Capital (RM) | Fees Payable (RM) |
Not more than RM1 million | 5,000 |
Exceeds RM1 million but not exceeding RM10 million | 20,000 |
Exceeds RM10 million but not exceeding RM50 million | 40,000 |
Exceeds RM50 million but not exceeding RM100 million | 60,000 |
Exceeds RM100 million | 70,000 |
In determining the amount of registration fees, the share capital of the foreign company should first be converted to the Malaysian currency (Ringgit Malaysia) at the prevailing exchange rate.
In the event a foreign company does not have any share capital, a flat rate of RM70,000 shall be paid to SSM.
Verification of Incorporation
A Notice of Registration of foreign company will be issued within one working day by SSM upon compliance with the registration procedures and submission of duly completed registration documents.
Certificate of registration of foreign company would be issued by SSM upon request together with prescribed fee.
How Bestar can Help
Bestar is a corporate services provider that can help you register a branch office in Malaysia. We have a team of experienced professionals who can guide you through the entire process, from choosing a company name to filing the necessary documents.
Here are some of the services that Bestar can offer:
Company name search and registration
Appointment of Malaysian resident agent
Preparation and filing of necessary documents
Assistance with immigration and visa requirements
Post-registration support
Bestar can help you register your branch office quickly and easily, so you can start your business in Malaysia as soon as possible.
Here are the specific steps that Bestar can help you with:
Company name search: Bestar will search for a unique company name that is not already registered with the SSM.
Appointment of Malaysian resident agent: Bestar will help you appoint a Malaysian resident agent who will be responsible for representing the branch office in Malaysia.
Preparation and filing of necessary documents: Bestar will prepare and file the necessary documents with the SSM, including the application form, the certified copy of the foreign company's certificate of incorporation or registration, and the declaration by the Malaysian resident agent.
Assistance with immigration and visa requirements: Bestar can help you with the immigration and visa requirements for your employees who will be working in Malaysia.
Post-registration support: Bestar can provide you with post-registration support, such as assistance with accounting, taxation, and legal matters.
The cost of registering a branch office in Malaysia with Bestar starts at RM3,500. The exact cost will depend on the specific requirements of your business.
If you are interested in registering a branch office in Malaysia with Bestar, you can contact us through our website or by phone.
Here are some of the benefits of using Bestar to register your branch office in Malaysia:
We have a team of experienced professionals who can guide you through the entire process.
We can help you register your branch office quickly and easily.
We can provide you with post-registration support.
We offer competitive rates.