Malaysia

3 Chapter Establishment

    • Characteristics of business base

      In establishing a business base in Malaysia, it is necessary to apply for application under Malaysia Company Law.
      Since there are cases where various licenses are required depending on the business, when considering the advancement, consider the business scheme, compare and examine the features of each advance form, determine the form of entry, investment amount, investment ratio, etc. You will be doing.
       

    • Form of advancement

      When a foreign company conducts business under Malaysia Company Law, you can choose from the form of establishment such as the establishment of a local corporation, establishment of branch office and representative office, partnership with local company.
      Among Japanese-affiliated companies and foreign companies, entry by private companies is the most common, but some companies establish branches or representative offices.

      ■ Local company
      In addition to the companies commonly adopted by many companies, the types of companies established by the Malaysian Company Law are as follows.
      [Corporation]
      In Malaysia (LimitedCompany), all shareholders (employees) have an indirect limited liability, and the scope of responsibility at the time of company liquidation is limited to the underwriting price of the shares, and it can be divided into private companies and public companies . However, in the case of a foreign company, only the establishment of a private company is permitted.
      • Private Limited Company (PrivateLimitedCompany)
      • Public company (PublicLimitedCompany)

      The public company is a stock company premised on listing of shares, recruitment of shares is done through the stock exchanges, and capital raising is necessary to recruit shareholders from the public. Under the Company Law of Malaysia, one or more promoters of private companies and public companies are stipulated.
      On the other hand, a private company is a company form that has restrictions on the transfer of shares and prohibits financing through public offering. One or more founders of private company will be 2 or more and 50 or less shareholders (Article 15 Article).
      For public companies and private companies, the comparison of key points is as follows.
       
       

      Investment restrictions on the establishment of a joint venture
      The joint venture company is a type of company where foreign companies, Malaysian private enterprises and Malaysian state-owned companies become equity investors and a new company is established. Regarding joint ventures, caution is required because capital restrictions may be imposed on ASEAN capital and foreign capital depending on the type of industry.

    • Local corporation

       The form of the company (local corporation) specified by the Company Law is classified as follows.

      1) Stock limited liability company (CompanyLimitedbyShares)
      It is a company that limits the responsibility with the investor in the basic articles of incorporation to the amount of the stock owned. It can be divided into a public company (it can be distinguished by having the name of Berhad or Bhd as part of the company name) and a private company (PrivateCompany. It can be identified by part of company name with SendirianBerhad or SdnBhd) . SdnBhd stands for Malay Sendirian Berhad, which means PrivateCompanyLimited.
      It is necessary for the articles of association of a private company to include the following provisions.

      · The stock of the company has transfer restrictions.
      · We limit the number of shareholders of the company to 50 or less (not including employee shareholders etc.).
      · We prohibit public offering of corporate stocks or corporate bonds.
      · It prohibits soliciting deposits to the public in general with respect to deposits (whether interested or not) with terms due or on demand.

      2) Guarantee limited liability corporation (CompanyLimitedbyGuarantee)
      A company that stipulates in its articles of incorporation that if the liability of the investor is within the capital contribution limit of each investor prescribed in the Basic Articles of Incorporation and the obligation can not be fully repaid within that limit, . It is usually used for doing nonprofit projects such as charity projects.

      3) Stock unlimited responsibility company (UnlimitedCompany)
      There is no restriction on the responsibility of the investor. In that case, it is necessary to state that the contribution of investors is infinite in the articles of incorporation.

      A limited limited liability company is a common company form in Malaysia, further divided into a public company and a private company depending on whether or not the company has public offering. Normally, when a foreign company establishes a corporation in Malaysia, the establishment procedure is relatively easy and there are many cases that it is a privately-held company that does not require disclosure obligation or procedure of financial content.
      In addition, under Article 139 of the Companies Act, the company stipulates that it is necessary to have one or more secretaries (like an administrative scrivener in Japan). The secretarial office creates, records and keeps statutory documents such as the articles of incorporation, calls for general shareholders meetings, affairs concerning the proceedings proceedings, affairs concerning share certificates, preparation of tax returns and so on.

    • Form of expansion other than local subsidiaries

      ■ Branch of foreign company
      In general, if you participate in a joint project with a government or a related government agency, establishment of a branch may be approved. In recent years, the establishment of branch offices of foreign corporations has been relaxed, but as the merit of establishing branch offices is small, there are currently few application cases.
      To open a branch office, procedures such as permission application for branch name, submission of registration documents, registration by registration office are required.

      ■ Representative Office
      Because the representative office does not have corporate status, restrictions are imposed on sales or business activities.
      Also, the Malaysian government does not actively accept the establishment of a representative office. In cases where the establishment of a representative office is permitted, it is possible that the office is indispensable for Malaysia 's encouraging advancement in the manufacturing industry and business links for construction projects. The representative office of the sales company has been dismissed since 1998.
      To open a representative office, it is necessary to submit an accounting report, a certified copy of the applicant's register, a company guidance, an authorization form from the competent authority, etc. to the Malaysian Investment Development Authority (MIDA) to obtain approval.

    • Establishment procedure of subsidiary

      When a foreign company establishes a corporation, it is common to select a limited liability company (CompanyLimitedbyShares), so here we will explain the procedure for establishing a limited liability company. In addition, a foreign corporation can choose a method of operating a branch office in Malaysia by registering a branch of a foreign company based on the Company Law without establishing a local corporation.
      However, "The Guidelineon Foreign Participation Inthe DistributiveTradeServicesMalaysia" published by the Ministry of Domestic Trade, Cooperatives and Consumer (The MinistryofDomesticTradeCo-operativesandConsumerism), "Foreign Participation IntheDistributiveTradeServicesMalaysia" for foreign capital is based on the company law We have stipulated that it must be a local corporation.
      Establishment of a local corporation consists of application for permission to use the company name (name search, name search), and procedures for submitting the registration registration document after approval of the company name. From 2013, online procedures are obligatory for the establishment of a new company.
      Below, we will explain procedures separately for Japan side procedure and local side procedure.

      ■ Japan side proceedings
      Procedures to be carried out by the Japanese side are as follows.

      · Determination of local corporate information (company name, composition of directors, etc.)
      · Preparation of application documents
      · Sign the application documents
      · Notarization, certification of the parent company registry.
      · Check the local articles of incorporation

      ■ Site side procedure
      · Establishment procedure

      1) Name Search
      When setting up a company, first of all, list multiple candidate company names you want, and search company name to Malaysian company registration office (CCM: Companies CommissionsofMalaysia). Therefore, investigate whether there is a company name that is not problematic even if the company name operates in Malaysia, companies that already use it, companies that may be similar in company name, if there is no problem, issue company name certificate from CCM It will be. In doing so, you must pay the CCM 30.00 RM as a fee.
      If there is a company already using the same company name in Malaysia, it is obviously not possible to use it, but there are things reminiscent of state or government agency, those reminiscent of the kingdom or the king, hyphens and dots entered The company name can not be used. Also, we can not apply company name of more than 50 characters. For name search, you can use the name search application form (Form 13A) and you can check the results from half a day to one day by applying online. In addition, the company name authorized has been valid for 3 months, during which time we will submit the necessary documents for CCM registration and proceed with registration. If you want to keep the company name even after the 3 month deadline, apply for an extension and get an extension period of 3 months.

      Form 13 A

      2) Company registration
      Standard documents to be submitted to CCM for establishment registration are as follows.

      a) Articles of Association (M & A: Memorandum and Art of Association)
      It establishes the fundamental rule concerning the organization and activities of the corporation. The names of the first director and the first secretarial officer must be stated in this M & A and it is required to sign in front of the third party. It will cost 100 RM as a stamp duty and must be paid to the Internal Revenue Service.

      b) Form 6 (statutory oath by the 1 st company secretary)
      It is a document declaring that the first secretary officer has completed the establishment procedure under the Companies Act.
      The signature of the first secretary is required.

      Form 6

      c) Form 48 A (statutory oath by the directors and incorporators)
      Before the establishment, it is a document declaring that the directors and founders are not bankrupts and that they have not been convicted of a specific tort, and at the same time agree to serve as a director I will. At least two directors and founders are required.

      Form 48A

      In addition to the above three documents, as an additional document, it is necessary to submit a copy of the original copy of CA of Form 13A, a copy of the letter from the CCM that approved the company name, and a copy of the identification certificate of each director and company secretary is. In addition, the necessary documents to be prepared by the Japanese side will require a certified copy of the parent company's registry (notarized / certified).
      If we submit the above registration registration document, form 13A and company name license (issued CCM) together with registration fee to CCM, establishment registration document (form 9) will be issued in 1 or 2 days. Registration fee responds to authorized capital, as shown in the table below.
       
       

      3) Obligation after establishment
      Within one month after the establishment, submit the following form prescribed by the Company Law to CCM.

       
      a) Form 24: Declaration on Share Allocation

      Form 24

      b) Form 44: Notification of Registered Office Address

      Form 44

      c) Form 49: List of directors, executives, company secretaries

      Form 49

      Also, if stock transfer occurs, we will submit Form 32A.

      Form 32A

      We confirm and resolve the contents of the form above at the Board of Directors and make a notification. The first meeting of the Board of Directors is not a legal obligation, but a written resolution can also be made. Major resolutions at the Board of Directors are as follows. It is also possible to resolve these issues at a later date for matters other than matters requiring notification, such as appointment of the auditor and fiscal year.

      a) Completion of company registration registration and approval of establishment registration document
      b) Approval of the Articles of Association (M & A)
      c) Confirmation of the first director (including at least 2 persons who have habitation)
      d) Determination of Registered Address
      e) Appointment of company secretary
      f) Adoption of company seal (CommonSeal)
      g) Confirmation to shareholder registry
      h) Determination of share transfer from the organizer
      i) Appointment of external auditor ※ possible at a later date
      j) Determination of the fiscal year ※ It is possible even at a later date

      4) Holding the first shareholders meeting after establishment
      Malaysian companies are required to hold the first Annual General Meeting within 18 months from the date of establishment or within 6 months of the end of the fiscal year whichever comes first. After that, it is required to do within 15 months from the previous annual meeting and to do once a year. In practice, January to December are set as fiscal years, and many companies conduct as soon as the fiscal year of December is over.

      Once the company establishment certificate is issued, the company can function as a corporate corporation, and it will be possible to file a lawsuit or sue. Moreover, we can possess permanent succession rights such as holding of land, for example, by the company's seal (commonseal). In the event that the company is to be dissolved in the future, shareholders will be required to pay the debts pursuant to the Companies Act in accordance with the Company Law in accordance with the Companies Act and the company's assets.
       

    • Branch installation procedure

      Register the branch office to CCM. Registration documents, application procedures, etc. are not much different from how to set up a local corporation. For the local corporation, it is supposed that the company secretarial officer is responsible for the preparation of the documents, but regarding the branch office, an agent who is a Malaysian resident who has the authority to accept documents and notifications in lieu of foreign companies (agent or intermediary agent ) Must be appointed by a minimum of one person in accordance with the prescribed form. Aside from cases where the agent has an obligation to report on all matters imposed on foreign companies under the Companies Act and the court judges that the agent is not responsible, in relation to violations under the Company Law, foreign agents We are responsible for all penalties imposed on companies. If you change the agent, you must notify the CCM.
      Procedures for registering branches are as follows.

      1) Application for permission to use branch name
      As with the subsidiary application, it is necessary to obtain CCM permission for the company name of the registered foreign company. The document to be submitted at that time is the same name search application (form 13A) as the local corporation. An answer will be obtained within 1-2 days from submission of necessary documents.

      Form 13 A

      2) Submission of documents
      After the name search authorization has come down, submit the following documents to the CCM and carry out the registration procedure.
      A) A certified copy of the registry of the headquarters and the articles of incorporation (English translation, notarized / certified)
      B) Director List (Form 79)
      When adding a person who has residency in Malaysia to the list on Form 79, the articles of incorporation shall specify the authority of the director.

        c) Agent Appointment Form
      D) Legal oath by agent (Form 80)
      E) Registration fee

      The same registration fee rate as the establishment of the local corporation is applied to the authorized capital amount of the head office. Registration fee is as stated by the local corporation. Once all the documents are prepared and submitted to CCM, registration certificate of foreign company (Form 83) will be issued in 1-2 days and registration will be completed.

      Form 79

      Form 80

      Form 83

      3) Obligation after registration
      We will deliver the registration office to CCM within one month after registration. Branches, like local subsidiaries, must conduct accounting audits and tax returns and comply with the provisions of the Company Law.
      The branch's annual operations are as follows.

      · Submit an annual report (Form 80A) within one month after holding the annual general shareholders' meeting of the headquarters, and also pay the procedure fee 350RM to CCM together.

      Form 80A

      · Submit the audit report of the headquarters and the audit report of the branch office to the CCM within two months after the annual shareholders meeting. At that time, it is necessary to fix it to English or Malay language, and for the audit report of the headquarters side, notarization and certification in Japan is required. In addition, Form 87 will be submitted. This document is a document declaring that the audit report is acceptable.

      Form 87

      · When there is a change in the matter concerning the branch office, it is necessary to notify the change to CCM within one month. Below are some representative ones.

      Agent resignation
      Form 81

      Removal of agent
      Form 82

      Change the articles of incorporation, change the name of the branch, change the authority of the director who is resident in Malaysia described in Form 79
      Form 84

      Change agent
      Form 85

      Rename agent
      Form 85A

      Registered address change
      Form 86
       
       

    • Procedures for establishing a representative office and regional office

      The definition of the representative office and regional office is as follows.

      Definition of Representative Office
      An office established for the purpose of collecting information on investment opportunities related to the service sector and manufacturing sector in Malaysia and Malaysia's trade promotion.

      Regional office definition
      In Southeast Asia and the Asia-Pacific region, it is an office that is responsible for specific activities and is managed as a representative office in the region concerned.

      Regarding representative offices and regional offices, the following documents are attached to the Malaysian Investment Development Agency (Malaysian Investment Development Association: MIDA) in a prescribed form. Depending on the presence or absence of a representative, necessary documents are different, so it is necessary to be careful.

      Common documents

      a) Accounting report for the last two years (English, notarization and certification required)
      b) Transcript of the register of the parent company (in English, notarized and certified)
      c) company information, product catalog, etc. (English)
      d) Authorization form from other competent authorities (if necessary)

      When placing an expatriate, the following documents are additionally required.

      e) Diploma (English, notarization required)
      f) Resume (English)
      g) Copy of passport (English sentence is required, notarization and authentication required)

      The period from the submission of documents to the acquisition of approval is about two months. It is usually approved for 2 - 3 years and may be extended, but it is basically difficult. The cases to be admitted are restricted to non-profit activities aimed at preliminary survey of factory construction in the future and activities recognized as beneficial for Malaysia.
      The main approval conditions of the representative office / regional office are as follows.

      (A) Contents of the activities are collecting information on investment and raw material / parts procurement in Malaysia, business planning, research and development, coordination among affiliated companies, reporting to the headquarters, and conducting marketing activities that directly lead to commercial transactions It will not.
      (B) To work for expatriates in the approval period, it is necessary to officially obtain employment pass (work visa) from Immigration Bureau.
      (C) Hold an independent office and notify MIDA of the address of the office within 14 days after establishment.
      (D) Post a sign indicating that it is a "representative office".
      (E) Submit an activity report to MIDA every year.

      As mentioned above, the difference between the representative office and the regional office is that the tax calculation method for income is different. Expatriate staff at the Representative Office will be subject to the usual personal income tax calculation method but with regard to the representatives of the regional offices, taxable income is taxed only for taxable income that is preferential treatment for taxation and corresponds to the number of days of stay in Malaysia The method is applied.

    • Liquidation and withdrawal

      When entering into Malaysia through the establishment of a company, it is necessary to calculate the time and economic cost of the company's settlement or withdrawal procedures. Although the company's bankruptcy is a word that turns our feelings backward and brings a negative impression, in reality, although we have established a new corporation overseas and advanced, there are also cases where we are withdrawn gracefully. The reasons for withdrawal are various, such as personnel expenses and rents are high, future profits can not be expected, people can not be hired, companies have launched but good partners can not be found. It does not apply to a specific country, race or nationality. When withdrawing from business it is possible to make it a dormant company, but since it costs maintenance costs, we will also consider company liquidation together. In this case, it becomes important how much time and expenses are required for company liquidation.

    • Procedure of liquidation of company

       The Company Law states the following four methods.

      1) Compulsory bankruptcy by the order of the court (Article 218 of the Companies Act)
      This method will be initiated by a "petition" by the obligor, creditor, minister concerned, etc. Article 218 of the Corporate Law stipulates the requirement that a court forcibly bankrupt the company, and if the cause of the complaint falls under any of the prescribed requirements, the court will issue a bankruptcy order. If the obligee is not able to repay the obligation with a minimum claim amount of RM 500 or more in the case of making a petition within 3 weeks from the due date, the company is considered to be in a state of insolvency and the petition will be granted.
      Therefore, if you intend to dissolve, ask a third party to raise a case for collecting debt of RM 500 or more against the company, losing without losing the defense in that case, making it impossible to pay, bankruptcy for that reason It is widely used to let the company apply for procedures and go bankrupt.
      Compared to other liquidation procedures, the method is said to be simple, less expensive, and bankruptcy will take place in a short time.

      2) Voluntary closure by shareholders (Article 257 of the Companies Act)
      Voluntary discontinuance by shareholders will be initiated by the debtor company itself through a special resolution specified in its articles of incorporation. However, if compulsory bankruptcy is made by a court order due to insufficient payment, voluntary discontinuance procedures by shareholders can not be started. Procedures are initiated only by a special resolution of the company and do not require a petition to the court, so that the involvement of the courts is extremely limited. According to Article 257 of the Companies Act, if the company wishes to liquidate in the situation that the company can pay all obligations within the next 12 months, the company can declare voluntary discontinuation by shareholders with that special resolution.
      When a special resolution of voluntary closure by shareholders is made at the general shareholders meeting and a trustee is nominated, the minutes of the Board of Directors on the voluntary discontinuance, notification of default (Form 66), financial report, nominator nomination notification (form 71) We will submit to the Malaysian ministries concerned, such as a resolution notice (Form 11), notification to the public property management office, notification to the registrar of the company, notice to the Commissioner of the National Tax Agency. It will take at least two years from the date of decision of voluntary discontinuance until the administrators complete all the submission work and eventually discontinue voluntary closure. Costs vary widely depending on the size of the company and the level of the administrator, but RM 200,000 to 300,000 is wide, and this fee includes various charges.

      3) Voluntary closure (Article 254 of the Companies Act)
      If the company is already in a state of insolvency or there is a possibility of it in the future, that is, if there is a possibility of hurting creditors, the procedure will be commenced by the special resolution of the company itself who is the obligor. It is procedure. The point that the trustee is appointed at the shareholders 'meeting is the same as the voluntary dismissal, but after the general shareholders meeting, the creditors meeting will be held and the creditors can appoint a trustee different from the general shareholders' meeting. In this case, the person nominated at the creditors meeting will be the official trustee.
      In fact, however, creditors trying to dismiss a company that is a debtor in this way can not be expected much unless the creditors are parents or affiliates. Even in that case even if the parent company or affiliate abandons the claim, the voluntary discontinuance of work by shareholders will be realized, so the abolition in this way is not done in Malaysia.

      4) Delete registration (Article 308 of the Companies Act)
      Registration cancellation can be done by the company registrar, the head of the Malaysian company committee, in its authority, after announcement in the Official Gazette on deletion of registration, no appeal from any person even after a legal period of one month. Company liquidation by this method was rarely done before, but in Malaysia there are practically many dormant companies and in order to organize them, the Malaysia company committee is not operating with this method We began to encourage registration deletion. In Article 308 of the Companies Act, it is stated that the company registrar himself will take the initiative to delete registrations themselves, but in reality, shareholders or directors of the company apply for deletion of registration through the secretarial work .
      Conditions for cancellation of registration are more than 1 year since the suspension of business, no obligation, no dispute cases, no employees. If the conditions for voluntary discontinuance by shareholders are in place, it is less expensive to temporarily and monetarily delete registries. The cost is the total payment to secretary and Malaysian company committee about RM 5,000. Within half a year after filing an application for cancellation of registration, the company will be canceled from the company register of the Malaysian company committee.
      There are few cases where Japanese listed companies are subsidiaries of Malaysia's local subsidiary, liquidating the company through deletion of registration. Because there is circumstance that Japanese tax office and shareholders do not accept explanation of liquidation by deletion of registration.

    • Liquidation of overseas affiliates

      1. Declaration that there is ability to pay by the director
      Here, after the director grasps all matters of the company, declares that repayment will be completed within 12 months, and creates a document called form 66. At this time, if you declare it without a clear reason that payment can be repaid within 12 months, it will be imposed on three years' imprisonment or a fine of 3,000 RM or both by a director declaring.
       
      Form 66
       
      Also, as stipulated in Article 257 of the Companies Act, those that do not take into account the following content are not considered valid declarations.
       
      ① What was created at the Board of Directors
      ② Those that were created within five weeks from the voluntary liquidation resolution
      ③ Those to be submitted to the CCM prior to the notice of the general meeting of shareholders making a liquidation resolution
      ④ Create an asset based on the expected realization value of the company, the debt of the company and the expected cost relating to the liquidation up to the feasible point of time up to the feasible point as close to performing the swear as possible and attach it to the declaration.
       
      2. Holding extraordinary shareholders meeting
      It must be done within 5 weeks after declaring. The content to be decided at the extraordinary general shareholders meeting is as follows.
       
      ① Approval of voluntary settlement
      ② Appointment of Liquidator
      ③ Remuneration of liquidators
      ④ Approval of the authority exercised by the liquidator prescribed in Articles 236 and 269 of the Companies Act
       
      Also, the type of resolution will change according to liquidation reasons.
       
      ① For special reasons such as cases where an event corresponding to the dissolution schedule prescribed by the duration of the company or the articles of incorporation and by-law articles of association occurs,
      ② All cases except 1 are all resolutions
      ※ For resolution requirements of special resolutions, see the section on the Company Law.
       
      After the resolution, you must submit a resolution (Form 11) to CCM within 7 days, and within 10 days, you must post a resolution notice in the newspaper advertisement.
       
      Form 11
       
      3. Appointment of Liquidator
      When a liquidator is appointed, a notification that the liquidator has been appointed is submitted to the CCM and the official receivers (Official Receiver).
       
      Company liquidation form by liquidator 71
      Company liquidation form by creditors 72
       
      Form 71
       
      Form 72
       
      When the address of the liquidator changes (submit it to CCM and official trustee within 14 days after change), we submit Forfm 73.
       
      Form 73
       
      When the liquidator resigns or is dismissed (submitted to CCM and official trustee within 14 days after change) Form 74 will be submitted.
       
      Form 74
       
      4. The authority of the liquidator
      In Article 269 of the Companies Act, it is possible to appoint multiple liquidators, liquidators, and it is stipulated that each authority and responsibility can be decided upon appointment.
      The authorities the liquidator can exercise are as follows.
       
      (1) Authority to repay assets listed in Article 292 of the Company Law to all creditors
      ② Authority to negotiate with creditors
      ③ Permission to sell company assets
      ④ Permission to adjust debt
       
      In addition, if the liquidator finds that the company can not repay the claim within the date stated in the declaration, he / she must hold a meeting to explain to the creditors as soon as possible. From this point forward, we will proceed as company liquidation by creditors.
       
      5. Notice to stakeholders
      ① Insurance company
      The liquidator sends an inauguration notice to the insurance company, and confirms that insurance is put on all the assets of the company.
      ② Bank
      The liquidator sends an inauguration notice to the bank. Also, we will send you a settlement of clearing document (certified by secretary etc) in a form attached to the document. Then, we make a bank account as a clearing company and move assets of corporate account. When assets of 200 RM or more move, move as soon as possible and complete within 10 days. Also, ask the bank to submit documents related to the company under production that is kept.
      ③ Expert
      The liquidator will send a notice of inauguration to experts such as tax accountants, lawyers and accountants and ask them to disclose appropriate information.
      ④ creditors
      At the same time we issue an advertisement asking you to send a claim for claims within 30 days, we will send you a copy of the advertisement to all creditors. Approval of the amount of claims coming from creditors is based on evidence of evidence and grounds. Partial repayment is also possible.
      ⑤ Director
      I will notify all the directors to stop the authority as a director.
       
      6. Typical things to do during liquidation
       
      ① Submission of Form 75
      In the case that the mission ends 6 months after the appointment of the liquidator or 6 months after the appointment, it is necessary to submit the statement of liquidator account and the liquidation status report using Form 75 to CCM and official trustee not.
       
      Form 75
       
      ② Obtaining Tax clearance
      We obtain official Tax clearance for taxes arising from withholding tax, capital gains from asset sales, etc. from the IRB (Inland Revenue Service). The final clearance will be issued after the tax investigation is completed. In addition, in order to obtain this Tax clearance, you must submit the books of account and financial statements from the end of the previous term to the completion date of the liquidation to the IRB. In other words, you will have to do bookkeeping etc while liquidating.
      ③ Payment of remuneration to liquidators
      We will pay fee for the liquidator determined by the liquidation resolution.
      ④ Treatment of surplus funds
      All dividends and other assets that have not been billed for more than 6 months must be transferred to the official receiver. In that case I will use form 76.
       
      Form 76
       
      7. Last Shareholders Meeting
      The final general meeting of shareholders shall be convened for the purpose of having an explanation of the details of the liquidator account and approval of the destruction of the documents submitted.
       
      ① We will inform you of the date and time and the time by newspaper advertisement one month before the opening.
      ② The minimum quorum is from 2 people. Even if you do not meet it, you must also submit the required documents.
      ③ After liquidation, keeping books is required for 5 years.
      ④ After the conclusion of the General Meeting, submit Form 69 within 7 days to the CCM and the administrative administrator.
       
      Form 69
       
      ⑤ After submitting Form 69, we will submit Form 75 to CCM and official Administrator within 1 month.
       
      Form 75
       
      The company will be deemed to be liquidated three months after Form 69 is submitted.

    • Liquidation of branch office

      When closing offices or shutting down businesses in Malaysia, foreign companies must submit Form 90 to CCM within 7 days from the suspension.
      In addition, because the branch is considered as a foreign company under the Malaysian domestic law, the procedure is also relatively simple.
      The main ones required are as follows.

      a. Organize and dismiss employees
      b. Termination of business contract. For example, lease contracts, lease contracts, etc.
      c. Refund of business license
      d. Repayment of debt / collection of receivables
      e. Asset sale
      f. Resolve disputed matters

      It is considered that the branch has been liquidated after 12 months after submitting form 90 to CCM.
       
      Form 90
       

    • Liquidation of Representative Office

       The representative office / regional office is not stipulated under the Corporate Law, and these offices are not regarded as independent corporations in Malaysia. Since it does not have a corporate form, it does not take troublesome procedures such as Tax clearance into account. Basically, it will be closed with a period authorized by MIDA, but if you close down during the period, submit documents concerning closure to MIDA and complete the following typical procedure . Also, there is nothing like each form which was necessary to liquidate the overseas affiliates in the documents to be submitted to MIDA, so it is okay to create it according to MIDA's instructions. After that, it receives completion formal clearing completion notification from MIDA and it will be completed.
       Other necessary procedures are as follows.

      a. Organize and dismiss employees
      b. Termination of business contract. For example, lease contracts, lease contracts, etc.
      c. Canceling the employment pass of expatriates employed
      d. Sale of assets of expatriate cars, office fixtures, etc.