Doing Business in Malaysia #1: What does a Foreign Company formed in Malaysia require?

Generally, a foreign company is required to:

• Lodge an annual return yearly;
• Lodge its balance sheets yearly; and
• Lodge returns where documents etc are changed or altered.
• Annual Return

Section 576 of the CA requires a foreign company to lodge its annual return made up to the date of its anniversary once in every calendar year. The annual return shall be lodged with a prescribed fee, not later than thirty days from the anniversary  or within such further period as the Registrar, in special circumstances, allows.

Doing Business in Malaysia #2: Financial Statements

Section 575 of the CA requires a foreign company shall, within two months of its annual general meeting, lodge with the Registrar a copy of its financial statements made up to the end of its last financial year in such form and containing such particulars and accompanied by copies of such documents as the company is required to annex with its financial statements by the law for the time being applicable to that company in the place of its incorporation, together with a statutory declaration verifying that the copies attached are true copies.

The foreign company shall comply with the requirements set out in the notice.

Where a foreign company is not required by the law of the place of its incorporation to hold an AGM and prepare financial statements, the foreign company shall prepare and lodge with the Registrar financial statements within such period, in such form and containing such particulars and to annex such documents as the directors of the foreign company were a public company incorporated under the CA.

Doing Business in Malaysia #3: Returns to be Filed where Documents, etc are Changed or Altered

Section 567 of the CA provides that where any change or alteration is made in:

• the charter, statutes, constitution, memorandum or articles of the foreign company or other instrument lodged with the Registrar;
• the directors of the foreign company or in the name or address of any director;
• the agent of the foreign company or the name or address of any agent;
• the situation of the registered office of the foreign company in Malaysia or the days or hours during which the registered office of the foreign company is open and accessible to the public;
• the address of the registered office of the foreign company in its place of incorporation or origin;
• the name of the foreign company; or
• the powers of any directors resident in Malaysia who are members of the local board of directors of the foreign company,
• the foreign company shall, within fourteen days or within such further period as the Registrar in special circumstances allows after the change or alteration, lodge with the Registrar particulars of the change or alteration and such documents as may be determined by the Registrar.
   

Doing Business in Malaysia #4: Forms involved:

• Form of Section 563(2) & (3) – Change of Particulars of Foreign Company’s Agent.
• Form of Section 567(1) – Particulars of change or alteration relating to foreign companies.