Company Secretarial

Can foreigners incorporate a private limited company (Sdn. Bhd.) in Malaysia without Malaysian involvement? Can they hold 100% shares in that private limited company Sdn. Bhd.)?

Absolutely, it's indeed feasible to establish a 100% foreign-owned company in Malaysia, given certain requirements and conditions set by the Companies Commission of Malaysia (SSM). This is in accordance with the stipulations outlined in the Companies Act 2016 and the Investment Promotion Act 1986.

Foreign investors have various options to set up a company in Malaysia, and a private limited company (Sdn Bhd) stands out as a popular choice.

To initiate the registration of a 100% foreign-owned Sdn Bhd in Malaysia, the process mirrors that of a locally-owned Sdn Bhd. The basic prerequisites include having a minimum of one shareholder and one director, a registered office address in Malaysia, and a minimum authorized share capital of RM1,000. Additionally, appointing at least one director who is a Malaysian resident is mandatory.

It's essential to note that certain business activities are either reserved for locals or entail specific licenses, particularly in sectors like finance, education, and agriculture. Therefore, confirming that your business activity aligns with foreign investment regulations in Malaysia and obtaining the requisite licenses and approvals from relevant authorities is crucial.

Moreover, depending on your business nature, there might be restrictions on foreign ownership in specific sectors. For instance, in the oil and gas industry, foreign ownership is capped at a maximum of 70%. Hence, thorough research and seeking legal counsel before proceeding with the registration of a foreign-owned company in Malaysia are highly advisable.

In summary, as a foreign investor, the possibility to register a 100% foreign-owned company in Malaysia exists, provided strict adherence to relevant regulations and obtaining the necessary licenses and approvals. Malaysia, known for its favorable investment climate, welcomes foreign investors, making it an appealing destination for business and investment prospects.

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