You will need two resident directors but the majority - or indeed all - of the shares can be held by the foreign owner(s). The procedures are very similar to those in the UK or Australia and the entire process can be completed in a few weeks.

The first thing to do is apply to the Companies Commission of Malaysia (CCM) on the prescribed form (13A) to ensure the availability of the proposed company's name and then get an accountant to provide and stamp the company documents. Companies must stamp the memorandum and articles of association at the Inland Revenue Board's Stamp Office. The memorandum and articles of association and the statutory declaration of compliance are prepared by a lawyer or the company secretary - who is normally your accountant.

The documents are then filed with the Companies Commission of Malaysia (within three months after name reservation). The registration fee payable depends on the authorised capital of the company.

The registration fee for the authorized share capital is charged the following scale and is payable to the Companies Commission:

MYR 1,000 for capital up to MYR 100,000;
MYR 3,000 for capital MYR 100,000–500,000;
MYR 5,000 for capital MYR 500,000–MYR 1 million;
MYR 8,000 for capital MYR 1–5 million;
MYR 10,000 for capital MYR 5–10 million;
MYR 20,000 for capital MYR 10–25 million;
MYR 40,000 for capital MYR 25–50 million;
MYR 50,000 for capital MYR 50–100 million;
MYR 70,000 for capital over MYR 100 million.

After the submission of the incorporation papers, the CCM issues Form 9 (certificate of incorporation) in 4 working days.

New companies must have a minimum of:

(a) Two subscribers holding a minimum of one share of MYR 1 each and
(b) At least two directors who have their principal or sole place of residence in Malaysia.

The company will need a registered office, which is normally at the accountant’s office and he will normally provide company secretarial services and take care of compliance with the requirements of the Companies Act 1965 and the Companies Regulations.

After the company is incorporated, the company should register with the Income Tax Department to get a tax file number. The form submitted must state the registered office in Malaysia at which all books and documents required under the provisions of the Act should be kept.

Small and medium-size companies with paid-up capital of MYR 2.5 million and below at the beginning of the year of assessment pay corporate tax at 20% on chargeable income of up to MYR 100,000. For chargeable income over MYR 100,000, the 27% corporate tax rate applies.

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