FAQ'S

3. Can a Foreigner incorporate a Private Limited Company?

Yes. However, according to the Section 196 of the Companies Act 2016, every company shall have at least one (1) director (He/She can be Malaysian or foreigner), who shall ordinarily reside in Malaysia by having a principal place of residence in Malaysia. 

4. Can a Foreigner hold 100% shares in Private Limited Company?

Yes. However, for a Private Limited Company operates as the following, it is required to be a Malay Ownership ( at least 30% of the Share Capital):

1. Banking

2. Agriculture

3. Oil and Gas; and

4. Education

5. What is ROC and ROB?

ROC stands for Register of Company(ROC). All Companies under ROC must compliance in Companies Act 2016. There are several types of Companies in ROC:

1. Private Limited Company (Sdn Bhd)

2. Company Limited by Guarantee (CLG)

3. Unlimited Company (Sdn)

4. Public Limited Company (Bhd)

5. Foreign Company 

On the other hand, ROB stands for Registration of Business (ROB). Business Owner should follow the Registration of Business Act 1956. This only applicable for West Malaysia. ROB only have 2 types which are:-

1. Sole Proprietorship

2. Partnership  

6. What is the mandatory forms of Private Limited Company must submit annually ?

The mandatory forms of Private Limited Company must submit annually are Annual Return, Beneficial Ownership and Audit Report.

7. What is Annual Return? When shall submit?

Annual Return is a form that describe all the details of your company and all latest information. Pursuant to Section 68 of the Companies Act 2016, all private limited companies are required to lodge its Annual Return with the SSM within thirty (30) days from its anniversary of incorporation date each calendar year. 

8. What is Audit Report? When shall submit?

Audit Report include the written letter from the auditor containing their opinion on whether a company's financial statements comply with applicable approved accounting standards. A Private Limited Company shall prepare audited report within eighteen(18) months from the date of its incorporation; and subsequently, within six (6) months from its financial year end. 

9. What is Beneficial Ownership? 

A beneficial owner is always a natural person who ultimately owns or controls a company.  According to Section 60A of the Companies Act 2016 defines a beneficial owner as ‘a natural person who ultimately owns or controls over a company and includes a person who exercises ultimate effective control over a company. A beneficial owner is responsible in ensuring that he exercises his responsibility to notify the company if he is a beneficial owner of the company and provide the relevant information as required under subsections 60C(1), (2) and (3) of the Companies Act 2016. 

9. How should I identify the Beneficial Owners? 

Companies limited by shares shall determine a beneficial owner(s) of their company based on the following 6 criteria. An individual is a beneficial owner if he meets one or more of the criteria: 

(a) Holds directly or indirectly in not less than 20% of the shares of the company 

(b) Holds directly or indirectly in not less than 20% of the voting shares of the company 

(c) Has the right to exercise ultimate effective control whether formal or informal over the company or the directors or the management of the company 

(d) Has the right or power to directly or indirectly appoint or remove a director(s) who holds the majority of the voting rights at the meeting of directors 

(e) Is a member of the company and, under an agreement with another member of the company, controls alone a majority of the voting rights in the company 

(f) Has less than 20% of shares or voting shares but exercises significant control or influence over the company 

10. When shall submit the particulars of Beneficial Ownership information? 

(a) First Entry Point 

Prior to the obligation to submit the first annual return, companies shall: 

(i) Obtain and record the beneficial ownership information into the register of beneficial owners within 60 days from the date of appointment of the company secretary; 

(ii) Notify the Registrar within 14 days from the date the beneficial ownership information is recorded in the register of beneficial owners.

(b) Continuing Obligation 

Commencing from the obligation to submit the first annual return and subsequently, companies shall: 

(i) lodge with the Registrar within 14 days from the date of any changes to the particulars of beneficial ownership information is recorded in the register of beneficial owners pursuant to subsection 60B(3) of the Companies Act 2016; 

(ii) lodge annual return together with the beneficial ownership information not later than 30 days from the anniversary of its incorporation date pursuant to subsection 68(1) and paragraph 68(3)(ia) of the Companies Act 2016.