Home Knowledge Other Jurisdictions Southeast Asia Company Registration Guide to Registration of Branch Office in Malaysia
(1) |
Allow foreign companies to have access to a new market in different countries for business expansion; |
(2) |
As a branch office tends to be dependent on foreign parent company, the foreign parent company will have full control over the activities and management decision making of the branch office in Malaysia; and |
(3) |
There are fewer registration requirements as a branch office is not a separate legal business with its own articles of association or constitution, hence simplifying the registration process. |
(1) |
One resident agent in Malaysia who shall be answerable for all acts, matters and things that are required to be done by the foreign company under CA 2016. |
(2) |
One registered office in Malaysia to which all communications and notices may be addressed. |
(1) |
Name, identification, nationality, and ordinary place of residence of every shareholders and directors; |
(2) |
List of shareholders or members at its place of origin; |
(3) |
The details of share capital at its place of origin or the amount up to which the members undertake to contribute to the assets of the foreign company at its place of origin in the event of it being wound up, which applicable; |
(4) |
Certified copy of the certificate of incorporation/registration and memorandum and articles of association or constitution of foreign company; and |
(5) |
Other information as CCM may require. |
(1) |
Exhibition or Statement of Company’s Name and Registration Number A foreign company shall conspicuously exhibit its name and the place where it is formed or incorporated in romanised letters outside its registered office and every place of business established by it in Malaysia. The name, registration number and the place where the foreign company is formed or incorporated shall appear in legible romanised characters on it business letters, notices and other official publications (including electronic medium), websites, bills of exchange, promissory notes, indorsements, order forms, cheques, order, invoices, other demands for payments, receipts, letters of credit and all other forms of its business correspondence and documentation. |
(2) |
Notification of Changes in Particulars The foreign company shall lodge a notification to the Registrar for the following changes of the foreign company and branch office within 14 days from the date of such changes: (a) Charter, statutes, constitution, memorandum or articles of the foreign company; (b) Directors of the foreign company or the name or address of any director; (c) Agent of the foreign company or the name and or address of any agent; (d) Registered office of the branch office or the days or hours during which the registered office of the branch office is open and accessible to the public; (e) Registered office of the foreign company; (f) Name of foreign company; and (g) The power of any directors resident in Malaysia who are members of the local board of directors of the foreign company. When there are changes in matters relating to share capital or registered members (for foreign company without share capital) of the foreign company, the foreign company is required to notify CCM within 30 days of change. |
(3) |
Keeping of Accounting Records The foreign company shall ensure that accounting records which are kept in Malaysia sufficiently explain the transactions and financial position of the foreign company, arising out of its operations in Malaysia. It shall also cause appropriate entries to be made in the accounting and other records within 60 days of the completion of the transactions to which the entries relate. |
(4) |
Financial Statements The foreign company shall, within 2 months of its annual general meeting, lodge with the CCM a copy of its audited financial statements together with a statutory declaration in the prescribed form verifying that the copies are true copies of the documents so required. In addition, the foreign company must also file the audited financial statements of its branch office showing its assets used in and liabilities arising out of its operations in Malaysia. Where a foreign company is not required by the law of its place of origin to hold an annual general meeting and prepare audited accounts, the foreign company shall prepare and lodge with CCM within such period an audited accounts as if the foreign company were a public company incorporated under CA 2016. |
(5) |
Annual Return A foreign company shall lodge its annual return with the Registrar not later than 30 days from the anniversary of its registration date. The annual return shall contain the particulars of directors, shareholders, officers, auditors and agents in Malaysia, registered office, business address, share capital, amount of indebtedness etc. |
Disclaimer All information in this article is only for the purpose of information sharing, instead of professional suggestion. Kaizen will not assume any responsibility for loss or damage. |