Setting Up Foreign Company in Malaysia

Foreign Company is defined under the Companies Act 2016 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.

A Foreign Company may carry on business in Malaysia either by:

(a) Incorporate as a local Company; or

(b) Register the foreign Company.

Steps to register a Foreign Company in Malaysia (Branch)

The name of the foreign company to be registered in Malaysia should be the same as the name registered in its country of origin.

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Essential Elements to register a Foreign Company in Malaysia (Branch)

Application to Register a Foreign Company in Malaysia (Branch)

1. The application made under section 562(1) of the Companies Act 2016, shall be accompanied with a statement by the agent of the foreign company confirming his consent for the appointment.

2. Additional documents consisting of:

(i) a certified copy of the certificate of incorporation or registration of foreign company in origin country;

(ii) a certified copy of Memorandum and Articles or other instrument defining its constitution, if available;

(iii) a copy of application and reservation for availability of names; and

(iv) a copy of email for approval notification of reservation of name.

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 is required.

Registration fees of Foreign Company

Share Capital (RM)	Fees (RM)
Not more than 1 million	5,000.00
Exceeding 1 million but not exceeding 10 millions	20,000.00
Exceeding 10 millions but not exceeding 50 millions	40,000.00
Exceeding 50 millions but not exceeding 100 millions	60,000.00
Exceeding 100 millions	70,000.00
Without share capital	70,000.00

Prohibition on carrying on business in Malaysia

A registered foreign company is not allowed to undergo wholesale and retail trade (WRT) business in Malaysia. All WRT business with foreign interests shall operate through a locally incorporated company in Malaysia.

Click here for further reference: Thirteenth Schedule of Companies Act, 2016

Why Register a Foreign Company?

Annual Obligations for Foreign Company

Annual Return

File within thirty (30) days from its anniversary of incorporation date of each calendar year.

Audited Financial Statements and Reports

Within two (2) months of its annual general meeting, lodge with the registrar a copy of the Financial statements to that company at the place of its incorporation or origin and a duly audited statement showing the foreign company assets used in and liabilities arising out of its operations in Malaysia.

Accounting Records

All accounting and other records which sufficiently explain the transactions and financial position of the foreign company arising out of its operations in Malaysia should be kept in Malaysia.

Annual Tax Return

It is compulsory for the foreign company to file tax return with LHDN.

Form E

Form E is a declaration report submitted by employer to inform LHDN on the number of employees and the list of employee’s income details not later than 31st March of every calendar year.