Entity Registration

Business Methods in Malaysia

In Malaysia, the following businesses can be conducted:

by an individual operating as a sole proprietorship;
by a partnership of two or more (but no more than 20) individuals;
by a locally registered company;
by a foreign company; or
by a limited liability partnership (LLP).

Registration of Sole Proprietorships and Partnerships

The first two types of business entities, sole proprietorships and partnerships, must be registered with the Companies Commission of Malaysia (SSM) under the Business Registration Act 1956. In the case of a partnership, if the partnership’s assets are insufficient, the partners are jointly and severally liable for the partnership’s debts and obligations. A formal partnership agreement can be drafted, outlining the rights and obligations of each partner, but this is not mandatory. Sole proprietorships and partnerships can only be owned by citizens or permanent residents.

Business includes all forms of trade, commerce, handicrafts, occupations, professions, or other activities for profit, but excludes any office or employment, charitable work, or occupation as defined in the Schedule to the Business Registration Act 1956 (ROBA 1956) and the ROBA Rules 1957.

Two Types of Businesses

Sole Proprietorship: A business operated solely by an individual in their own name according to their identity card or business name.
Partnership: A business owned by two or more, but not exceeding 20, individuals. Identity card names cannot be used as business names.

Entity Registration

The Companies Act 2016 (CA 2016) applies to all companies in Malaysia. This act stipulates that companies must be registered in the SSM (Small and Medium-sized Enterprises Commission) to conduct any business activities. Under CA 2016, there are three types of companies that can be incorporated:

A Limited Liability Company (SPLC) is a company incorporated on the principle that the liability of its members is limited to the unpaid amount of their shares (if any); a Limited Liability Company (LPC) is a company in which the liability of its members is limited to the amount they have committed to contributing to the company’s assets upon liquidation; or an Unlimited Company (UDC) is a company incorporated on the principle that there is no limitation on the liability of its members.

Foreign company registration

Foreign companies can conduct business in Malaysia by:

establishing a local company; or
registering a branch in Malaysia.

According to CA 2016, a foreign company is defined as:

a company, enterprise, association, or other body established outside Malaysia; or
a non-legal person body, association, or other body that, under the laws of its place of origin, can be sued or prosecuted or hold property in the name of its secretary or other duly appointed agency or association for such purposes, and whose headquarters or principal place of business is not in Malaysia.

Limited Liability Partnership (LLP)

A Limited Liability Partnership (LLP) is an alternative business vehicle regulated by the Limited Liability Partnership Act 2012, combining features of a corporation and a traditional partnership.

An LLP is a legal entity with legal personality independent of its partners. Like any other legal entity, an LLP is perpetual. Any change of partners does not affect the existence, rights, or liabilities of the LLP. An LLP has unlimited capacity to act, to sue and be sued, and to acquire, own, hold, develop, or dispose of property. A Limited Liability Partnership can do and tolerate other actions and things that a legal entity can legally do and tolerate. An LLP is a business vehicle that offers a simple and flexible process in its formation, maintenance, and termination.

The registration fee for a new LLP and conversion is RM500. The application fee is RM30.

Our Registration and Incorporation Services

Overseas company registration and branch office establishment

Company establishment in Malaysia (Sdn. Bhd.), Thailand, Japan, Indonesia, Vietnam, and Mainland China;
Foreign-owned controlling stake structure planning and BOI/Regional Headquarters architecture design;
Overseas branch registration and representative office filing.

Corporate Compliance and Extended Support

Annual Return and Company Information Updates
Entity Information Changes and Board Resolution Filing
Entity Deregistration or Dormant Application
Business License Application and Renewal Management
Bank Compliance Documents, Translation and Authentication Services

Why Us?

Professional Team Support: Familiar with Singapore and Southeast Asian company laws and regulatory requirements
One-Stop Service: Dedicated personnel handle the entire process from registration to compliance
Customized Solutions: Tailor-made solutions for different company types and industries
Efficient Implementation: Quickly complete registration and bank account opening processes, shortening the company preparation cycle

MSMC ASIA

#19-06 160 Robinson Rd, SBF Center, Singapore 068914