The Paul Hype Page Solution
Malaysia Company Incorporation with Nominee Director
Step 1: Understand the Requirements of setting a Malaysia Company
Foreigners who are interested to incorporate companies in Malaysia
– the incorporation procedures of a local company by foreign individuals work in the following manner:
(a) Name registration
(b) Once applied name is successful, to lodge incorporation documents within 3 months from the approval date of company’s name
(c) Incorporation documents include:
– Memorandum and Article of Association
– Form 48A as the statutory declaration by a director or promoter before appointment
– Form 6 as the declaration of compliance
– Original copy of Form 13A
– Letter from SSM approving the name of the company
– Copy of NRIC of company secretary and passport of the foreign directors and shareholders
(d) Registration fees need to be paid with the lodgement of the documents
(e) Certificate of Corporation will be issued by SSM upon compliance with the incorporation procedure and submission of the duly completed Incorporation Documents
Step 2: Understand the role of Nominee Director and sign off the Agreement
Nominee Director is someone who acts as a non-executive director on the board of directors of a firm, on behalf of another person or firm such as an bank, investor, or lender. Typically there is no shareholding requirement for the nominee director but, if the bylaws of a firm impose a share qualification, he or she must obtain them within the specified period.
We will appoint a member of our team as the nominee local director for your company The service is offered for statutory compliance only. The nominee director will not be involved in any management, financial, or operational matters of the company. You must appoint one or more individuals (normally the company shareholders) as the company directors who will be responsible for running the company. You can ask our nominee director to resign at any time by identifying another person who can satisfy the local director requirement. Note For the provision of our nominee local director service, we also collect a refundable security deposit. The security deposit will be refunded when you no longer need our nominee director service.
Below is a sample copy of our nominee director agreement for your reference
Step 3: Fill Up the Online Incorporation form and prepare the necessary documents
Fill up the incorporation form: http://paulhypepage.yutechs.info/frontcompany/register.php
We will need the following documents from you:
For each Malaysia resident individual shareholder and director
- Copy of Malaysian IC; and Copy of passport if the individual is not a citizen of Malaysia
For each non-resident individual shareholder and director:
- Copy of passport; and
- Copy of residential address proof such as a recent utility bill, residential phone bill, tax bill, or cable TV bill
For each corporate shareholder:
- Foreign Corporate Company Certificate and Special Director Resolution to resolve becoming newly incorporated company subsidiary’s shareholder
Please note the following:
- All documents must be in English or officially translated in English;
- All copies of documents must be certified true copies by a notary public or you must bring the originals to our office for sighting;
- If you are overseas, you can email us the scanned copies of documents so we can proceed with preparing the necessary incorporation documents.
- However we must receive the certified true copies (or sight the originals at our office) before we can incorporate the company.
- Our compliance department may ask for additional information if necessary.
Step 4: Open Company’s Bank Account
Once your company is incorporated, you have to think to open a corporate bank account with any of the local and international banks in Singapore.
Basically, the followings are the required documents to open a corporate account in Malaysia banks:
- Completed Corporate Account Opening Forms
- Board of Directors Resolution approving the opening of the account and the signatories to the account
- Certified True Copy of Company’s Business Profile
- Certified True Copy of Company’s Memorandum and Articles of Association (M&AA)
- Certified True Copies of Passport (or IC) and Residential Address Proof of Directors, Signatories, and Ultimate Beneficiary Owners. If you are in Malaysia, just bring the originals and the bank will make a copy.
We will assist you to prepare and arrangement of meeting with a banker
Step 5: Start Your Business
After establishing the Singapore company and if you don’t wish to relocate to Singapore immediately. We can assist you in the initial stage when you don’t have any staff in Singapore. Our firm’s company management service it is a one stop solution called build-operate-transfer(BOT).
In this model, your firm contracts with us to build a shared service to operate your overseas business for a fixed interim period. The logic behind the BOT model: the offshore partner can initiate operations and reach operating stability much faster than it can with our in-house effort.
A typical BOT is built and managed in three phases:
- Option to Transfer
For more detail please contact our Corporate Specialist.
For Foreign Entrepreneurs that would like to relocate to Malaysia, the Employment Pass is necessary for those, who would like to start businesses and stay in Malaysia. This pass is designed to facilitate the entry and stay of entrepreneurs who are ready to start a new business, the Employment, with an initial validity period of up to two years.An employment pass is normally for the following posts:
(a) Key Post
Top Managerial Post of a foreign owned company operating in Malaysia.
Responsible for looking after the company’s interests and investments.
Responsible for determining the company’s policies and goals.
(b) Executive Post
Professional/Middle Managerial Post.
Required academic and working experience, practical skills related to the respective jobs.
Responsible for implementing the company’s policies and supervision toward the junior staff.
(c) Non-Executive Post
Require working experience and technical skills related to the respective jobs.
Requirements for Employment Pass:
One (1) set of application form together with the following supporting documents:
(i) Letter of Authority from the company or letter of appointment as a company’s representative.
(ii) Duly completed DP11 Form with passport size photograph.
(iii) Offer and Acceptance Letter or Employment Contract (RM10.00 Stamped) or Personal Bond which has been stamped with a RM10.00 revenue stamp for the application of a Visitor’s Pass (Temporary Employment)
(iv) One complete copy of the Expatriate’s Official passport (Two copies for PRC citizens).
Other documents required:
Letter of approval from MIDA/BNM/SC/JPM/LHDN where relevant (approval from EC and MDEC is not required)
Print-out of company’s profile from Companies Commission of Malaysia (SSM) or form 9, form 24 and form 49 for approval by MIDA and EC (if EC imposes capital appreciation).
Expatriate’s resume, copies of Diploma/Degree for non
key posts under the approval of MIDA (for posts approved by MIDA and its incumbent, the above supporting documents are not required)
Release letter from former employer if the Expatriate wishes for a change in employer.
- Passport validity should not be less than 18 months.
- Entry into Malaysia was in accordance with the Immigration Act 1959/63, Passport Act 1966 and Immigration Regulations 1963.
- Possess a valid visa (where required)
- Dual citizenship is not recognised in Malaysia.
- Age (no age limit)
- Salary and Expatriate post period
- A minimum salary of RM5000.00 and above and at least 2 years’ employment contract.
Malaysian tax system on foreigners
The tax rate for a local company set up by foreigners is different depending on the residency status of the company.
A company is tax resident in Malaysia if at any time during that basis year the management and control of its business is in Malaysia.
For company who is a tax resident in Malaysia:
Company with paid up capital less than RM2.5million
On first RM500,000 = 20% (19% for Yr2016)
Subsequent balance = 25% (24% for Yr2016)
Company with paid up capital more than RM2.5million = 25%
As for non tax resident company in Malaysia:
Flat tax rate of 25%
Individual income tax for the employment pass holder:
Tax rates depending on the tax resident status of the individual.
A person is a non-resident under Malaysian tax law if you stay less than 182 days in Malaysia in a year, regardless of your citizenship or nationality.
Non-resident individual is taxed at a different tax rate on income earned/received from Malaysia.
For individual tax resident:
The individual is taxed at a scheduler rate ranging from 1-25% depending on the person chargeable income.
For individual non-tax resident:
The individual is taxed at a flat rate of 25%
Business activities requiring collaboration with locals
Some businesses are prohibited for foreigners:
Engineering & Technical Expert
- Conveyor Vulcanizing
- Digital Imaging
- Experts In Steel Treatment (Melting And Casting)
- High Precision Tools And Die Maintenance
- Instruments Specialists (For Petrochemincal Industry)
- Manufacturing Systems Designers
- Material Technologists
- Offshore Field Operation
- Radio Frequency Designers
- Sensor Technologist
- Underwater Welders
- Wafer Fabrication
- Wireless Technologist
Geosciences & Geophysical Disciplines
Medical & Pharmacy
Electrical & Electronics
- Analogue Designers
- Microwave Designers
- Renewable Energy
Textiles & Minerals Industry
- Craft/Design Cutting Specialists
- Dye Technologists
- Dyeing Technicians
- Biotechnology Analysts
- Disease Control/Quarantine
- Dyestuff Specialist
- Food/Nutrient Technologists
- Genetic Engineering Specialists
- Product/Flavoring Specialist
- Tea/Food Tasters
Types Of Business Not Allowed In Distributive & Retail Sectors:
- Supermarket And Minimarket
- Prepaid Card Business
- Cyber Café
- Car Glass And Aluminium Work Shop
- Herbal Product Business
- Spa-Only For Shareholders And Spa In Hotels
- Restaurant, Bistro And Café – Exclusive Concept & Shareholders Allowed
- Cleaning And Maintenance
- Massage Parlour
- Provision Shop
- Furnitures And Fittings
- Photo Frames Shop
- Textiles And Clothings
- Computer Accessories
- Hair Salon
- Laundry Shop
- Small And Non-Exclusive Restaurant
Positions Not Allowed Under Construction Industry
- Air Conducting Fixing
- Electrical Chargeman
- Electrical Wireman
- Excavator Operator
- Installation Of Lift And Escalator
- Shovel Operator
- Telephone & Telegraph Fixing
Positions Not Allowed Under Timber Industry
- Forest Mils – Most Categories Of Job
- Furniture Factory – All Machinery Specialists
- Timber Factories – Most Categories Of Job
Position That Not Allowed Under Sport Ministry
- All Management Positions Except Trainer And Sport Consultant
Services That Under The Preview Of The Government Agencies As Follows:
1. Market Research And Public Opinion Polling Services
2. Management Consulting Services
3. Other Business Services
- Collection Agency Services
- Duplicating Services
- Telephone Answering Services
- Translation And Interpretation Services
4. Repair Services Relate To Metal Products, Machinery & Equipment On
- Electrical Machinery And Apparatus
- Medical, Precision Optical Instruments, Watches And Clocks
- Motor Vehicles, Trailers And Semi-Trailers
- Office, Accounting And Computing Machinery
- Optical Equipment
- Other Transport Equipment
- Personal And Household Goods
- Radio, Television And Communications Equipment And Apparatus
5. Other Land Transport Services
- Freight Transportation By Man – Or Animal – Drawn Vehicles
- Passenger Transportation By Man – Or Animal – Drawn Vehicles
- Rental Services Of Passenger Cars With Operator
- Transportation Of Other Freight
6. Supporting Services For Road Transport
- Parking Services
7. Services Related To Management Consulting
9. Placement and supply services of personnel
- Executive search services
10. Investigation and security services
- Alarm monitoring services
11. Services incidental to manufacturing
12. Publishing and printing on a fee or contract basis
To handle such prohibitions, foreigners can solve this by having joint venture with Malaysian partner:
For such companies, a minimum of 50% control over the venture is maintained by the foreign directors. The other half is owned by Malaysian investors and trading partners. A minimum authorized capital of RM500000 and paid up capital of RM350000 is required.