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Business & Investor Migration to Malaysia

You can migrate to Malaysia by setting up a business here. Foreigners who wish to migrate to Malaysia can apply for residency under what is commonly called a “Directors Visa” which is a type of Expatriate Employment Pass issued under the name of a Business that they set up and own in Malaysia. This is the closest thing Malaysia has to a Business Migration Programme.

To conduct business in Malaysia, an overseas person must either:

(a) set up a locally incorporated company (“Subsidiary”); or

(b) set up as a branch office of the Foreign Company ( “ Branch”)

Either as a Subsidiary or Branch, your business can be used to apply for the “Director’s Visa”. The main difference between Branch and Subsidiary is that a branch is not a separate legal entity from the parent corporation. The Branch is the parent corporation but one that has a legal and physical presence in Malaysia. On the other hand, a subsidiary although owned by the parent is an entirely separate legal entity from the parent corporation.

Setting up a subsidiary in Malaysia is easy to do. There are some basic requirements the main one is that you need to have two locally resident directors and a minimum paid up capital at formation of MYR2.00 (two ringgit) to form a subsidiary. There is also a requirement to have a registered office and a company secretary who must be either a certified company secretary or a lawyer.

A Branch or “Foreign Company” as defined under Malaysia’s Companies Act 1965 is “ a company, corporation, society, association or other body incorporated outside Malaysia”. The Branch does not need to have a Company Secretary. Instead it must appoint an “Agent” under a memorandum of appointment or power of attorney to represent the Branch. The agent must be a person who is residing in Malaysia. He will be authorized to accept on behalf of the Foreign Company all documents such as official notices and court summonses (if any).

To set up a Branch you must submit the following:

(a) a copy of the incorporation papers of the Parent Corporation. This must be certified by a notary public from Parent Corporation’s home country;

(b) a copy of the Parent Company’s charter or memorandum and articles of association (certified by a notary public);

(c) a list of directors, managers and key officers of the Parent Company;

d) if the list in item (c ) above includes name of directors who are residing in Malaysia then a memorandum stating what powers they have in running the Branch here;

(e) a memorandum of appointment or power of attorney appointing an Agent who will act on behalf of the Branch;

(f) a Statutory Declaration sworn by the Agent in a prescribed form stating information such as the address of the Branch, and the amount of authorized capital of the Parent Company.

The registration fee for the Branch is calculated based on the authorized capital of the Parent company. Therefore due to usual fact that the Parent Company has a larger paid up capital than a Subsidiary the registration fee for a Branch is more expensive than for a Subsidiary. The current immigration guidelines requires the Business (whether Subsidiary or Branch) to have a paid up capital of at least MYR 500,000. For certain trading, retail and restaurant businesses the minimum paid up capital requirement is MYR 1 Million.

THIS CONTENT SHOULD NOT BE CONSTRUED AS LEGAL ADVICE.

Kerk Boon Leng