The Facts: Registration and Setting Up of Private Limited Company (Sdn Bhd) in MalaysiaHow to set up and form a limited company in Malaysia? What are the requirements? What are documents needed?Here are some basic facts and information for setting up and forming a limited company in Malaysia.1. Suruhanjaya Syarikat Malaysia (Companies Commission Malaysia) The Companies Commission of Malaysia (SSM) established on 16 April 2002, serves as an agency to incorporate companies and register businesses. A limited company in Malaysia can be incorporated with a minimum authorised and paid-up capital of RM100,000 and RM2 respectively. 2. What documents do you need to form a company in Malaysia? Your proposed company name. We need your proposed name(s) for your new company and we will conduct the name search with SSM to check if the name is available for registration. Copy of your identity card (IC) or copy of your passport (for foreign director) Your signature on the Memorandum and Articles of Association (M&A) and other incorporation documents. Director requirements A company must have at least 2 directors and above 18 years of age. At least 2 directors must have a residential address in Malaysia He/she is not a bankrupt and has not been convicted and imprisoned. Company Secretary requirements A company must have at least one Company Secretary Company secretary must be a natural person and a resident in Malaysia and is a member of any one of the prescribed professional bodies or licensed by the SSM. Auditors requirements A company must appoint one or more auditors who must be approved auditors in Malaysia. Our KC Aw & Co is an approved audit firm in Malaysia. Registered office requirements Every company must have a registered office in Malaysia to which all communications and notices may be addressed. Our secretarial service includes provision of our office as registered office for your company. Accounts and Audit Every company is required to prepare its accounts and to be audited by approved auditors in Malaysia every year. The audited accounts must be tabled at the AGM for adoption/approval by the shareholders of the company. This audited accounts is generally required to be lodged with SSM, together with the Annual Returns (see below) Annual General Meeting (AGM) A company is generally required to hold its AGM every year. One of the agenda of AGM is to adopt or approve the audited accounts by the shareholders of the Company. Annual Returns Every company needs to lodge the Annual Return within 1 month of the AGM Annual Return shall include audited accounts and auditor’s report. Annual return is a snapshot of general information about a company’s directors, secretary, registered office, shareholders, share capital, principal business activities, etc. Change of directors or their particulars Whenever there is a change in directors (e.g. appointment or resignation of directors) or change in their particulars (e.g. change in residential address) after its incorporation, such changes must be lodged with SSM within 1 month. For more information on company registration in Malaysia, please visit here.
Enacted in response to corporate accounting and oversight scandals in 2001 and 2002, the American Competitiveness and Corporate Accountability Act of 2002 became law on July 30, 2002. Known popularly as Sarbanes-Oxley, the act introduced significant new governance standards, requiring the boards of publicly traded companies to oversee closely financial transactions and auditing procedures.Sarbanes-Oxley affects nonprofits as well; the provisions of the act that govern whistle-blower protection and document destruction apply to charities. In addition, many state governments have passed or are considering legislation that addresses nonprofits’ accounting and auditing procedures.California’s Nonprofit Integrity Act of 2004 (SB 1262) went into effect on January 1, 2005. Under the act, all nonprofits with annual revenues of at least $2 million must have an audit prepared by an “independent” CPA, as defined by the federal government. The audit must be overseen by an audit committee, whose members must not constitute more than half of a nonprofit’s finance committee. The nonprofit must also make the audit available to the public and the attorney general on the same basis as its IRS Form 990.The Massachusetts legislature is slated to vote later this year on the Act to Promote the Financial Integrity of Public Charities, a bill similar to California’s Nonprofit Integrity Act. Like many other states, Massachusetts has recently changed audit thresholds and requirements for nonprofits. HB 4234 became effective in October 2004; it requires nonprofits with annual revenues of at least $500,000 to submit to the Division of Public Charities a full audit performed by an independent CPA. In addition, charities with revenues between $100,000 and $500,000 must submit a financial review conducted by an independent CPA.New Hampshire’s HB 1408, passed last year, requires every nonprofit with an annual revenue of at least $500,000 to submit an audited financial report along with its IRS Form 990. Under Maine LD 1691, also enacted in 2004, every nonprofit renewing its registration as a charitable organization must submit an audited financial statement and IRS Form 990.In June 2005, Connecticut passed SB 946/HB 6515 requiring charities to submit a financial report annually to the Department of Consumer Protection. A nonprofit whose gross revenues exceed $200,000 must also file an audited financial statement. Under Kansas SB 121, passed in May 2005, all charities must submit a tax return to the secretary of state before soliciting funds, and those whose contributions total $500,000 or more must submit an audited financial statement.In the wake of Sarbanes-Oxley, some state governments are holding nonprofits to higher accounting standards. More states are addressing these issues, and a federal act regulating nonprofits is possible. Links to additional resources on Sarbanes-Oxley and the legislation mentioned in this article are listed below.