Application to Register a Trust Company Malaysia
- Roger Pay
- Mar 26
- 9 min read
Updated: 21 hours ago
Trust Company Registration Malaysia Guide
Here's a breakdown of the key information regarding the application to register a trust company under the Trust Companies Act in Malaysia:
Key Points:
Regulatory Body:
The Registrar of Companies, which is under the Companies Commission of Malaysia (SSM), is the regulatory body responsible for the registration.
Eligibility:
Any public company incorporated in Malaysia can apply.
There are specific requirements that must be met.
Essential Requirements:
Financial Requirements:
Minimum authorized capital requirements.
Deposit of securities with the Accountant General.
Document Submission:
Various documents are required, including the company's Memorandum and Articles of Association, financial information, and biodata of key personnel.
Documents such as Form 8, and Form 23 are required.
Operational Requirements:
The company's objectives must align with those outlined in the Trust Companies Act.
The company must be able to meet its obligations.
To provide you with a more comprehensive understanding of the application process for registering a trust company in Malaysia, here's a breakdown of essential details:
Key Aspects of the Application:
Eligibility and Requirements:
Public Company Status: Only public companies incorporated in Malaysia are eligible to apply.
Financial Stability:
A deposit of securities with the Accountant General is mandatory.
The company must demonstrate its ability to meet its financial obligations.
Operational Scope:
The company's objectives must align with the permissible activities outlined in the Trust Companies Act.
Personnel:
Detailed biodata of directors and key officers, particularly the Chief Executive Officer (CEO), are required.
The CEO is often required to be in full-time employment with the company.
[When discussing the financial requirements for establishing a trust company in Malaysia under the Trust Companies Act 1949, the concept of "authorized capital" is crucial. Here's a breakdown of what that entails:
Key Points Regarding Authorized Capital:
Minimum Threshold:
The Trust Companies Act sets a minimum authorized capital requirement. Specifically, the authorized capital of the company must not be less than five hundred thousand ringgit (RM500,000).
Share Structure:
This authorized capital must be divided into shares of not less than ten ringgit (RM10.00) each.
Paid-Up Capital:
In addition to the authorized capital, there are also requirements for the paid-up capital. Specifically, at least one hundred and fifty thousand ringgit (RM150,000) of the authorized capital must have been bona fide paid up.
Purpose:
These capital requirements are in place to ensure that trust companies have sufficient financial stability to meet their obligations and protect the interests of their clients.
Security Deposit:
It is also very important to note that separate from the paid up capital, that a security deposit of RM100,000 must be deposited with the Accountant General.
In essence:
"Paid up capital" refers to the amount of the authorized capital that has been paid by shareholders.
It's crucial to remember that these financial requirements are designed to safeguard the integrity of the trust industry and protect the public.]
Documentation:
Applicants must submit a range of documents, including:
Memorandum and Articles of Association.
Financial statements.
Details of shareholdings.
Form 8 (Certificate of Incorporation for a Public Company).
Form 23 (Certificate of Commencement of Business).
Important Considerations:
The use of the words "trustee" or "trust" in the company's name requires ministerial approval.
Ongoing compliance, including the submission of annual returns and statements of liabilities, is essential.
Provisions of the Act
Trust Companies Act:
This Act specifically governs the registration and operation of trust companies. Key provisions include:
Registration:
Sets out the requirements for a public company to be registered as a trust company.
Includes conditions regarding paid-up capital, and deposit of securities.
Objects of Trust Companies:
Defines the permissible activities of trust companies, such as acting as executors, administrators, trustees, and agents.
Financial Requirements:
Specifies the need for financial stability and the deposit of securities as a form of security.
Operational Regulations:
Includes regulations on the operation of trust companies, including annual statement submissions and inspections.
Liability:
Contains provisions concerning the liability of officers and the company itself.
Application Guidelines for Approval in Policy to Establish a Trust Company for the Purpose of Registration
When considering the application guidelines for establishing a trust company in Malaysia, it's vital to understand that the process involves several key steps and stringent requirements. Here's a breakdown:
Key Application Guidelines:
Preliminary Approval ("Approval in Policy"):
Before formally registering a public company, applicants often seek "approval in policy." This involves submitting documentation to the Registrar of Companies to demonstrate the proposed company's suitability.
This stage is particularly important when the company's name includes "trustee" or "trust," as ministerial approval is required.
Essential Documentation:
The following documents are typically required:
Details and organizational chart of the proposed company.
A comprehensive proposal outlining the company's main activities.
Detailed biodata of the Chief Executive Officer (CEO), directors, and other key officers, including confirmation of the CEO's full-time employment.
Information on shareholders and their shareholdings.
Public Company Incorporation:
Applicants must establish a public company incorporated in Malaysia. This involves adhering to the Companies Act.
Relevant forms, such as Form 8 (Certificate of Incorporation) and Form 23 (Certificate of Commencement of Business), are necessary.
Trust Companies Act 1949 Requirements:
Compliance with the Trust Companies Act is paramount. This includes:
Depositing securities with the Accountant General.
Ensuring the company's objectives align with the Act's provisions.
Ongoing Compliance:
Trust companies must adhere to ongoing compliance requirements, including submitting annual returns and statements of liabilities.
Any changes to directors or the CEO must be reported to the registrar.
Guidelines to Register a Trust Company After Incorporation of a Public Company
When navigating the registration of a trust company in Malaysia after the incorporation of a public company, it's crucial to follow the guidelines set forth by the Companies Commission of Malaysia (SSM). Here's a breakdown of the key steps and considerations:
Key Guidelines and Procedures:
Compliance with the Trust Companies Act:
The core requirement is to demonstrate that the company's intended activities align with the permissible functions of a trust company.
Documentation Requirements:
After incorporating a public company, you'll need to provide specific documentation to the Registrar of Companies. This typically includes:
Form 8 (Certificate of Incorporation for a Public Company): This confirms the company's legal existence.
Form 23 (Certificate of Commencement of Business): This indicates that the company is authorized to begin its operations.
Detailed information on the company's organizational structure, financial standing, and the qualifications of its key personnel.
Memorandum and Articles of Association.
Financial information.
Biodata of the CEO, directors and other key personal.
Financial Stability:
Trust companies must demonstrate financial stability. This often involves potentially depositing securities with the Accountant General.
Personnel Qualifications:
The Registrar of Companies will scrutinize the qualifications and experience of the company's directors and officers, particularly the CEO. The CEO is often expected to be in full-time employment with the company.
Regulatory Oversight:
The SSM maintains strict oversight of trust companies to ensure compliance with the law. This may involve inspections and ongoing reporting requirements.
Important considerations:
Any use of the words "trustee" or "trust" within the company name requires ministerial level approval.
Terms and Conditions for the Registration Licence of a Trust Company
Here's a summary of the key aspects:
Core Terms and Conditions:
Compliance with the Trust Companies Act:
The license is contingent upon strict adherence to the provisions of this Act. This includes:
Maintaining the required paid-up capital.
Depositing the necessary securities with the Accountant General.
Ensuring that the company's activities remain within the permissible scope outlined in the Act.
Financial Stability:
Trust companies must demonstrate ongoing financial stability. This may involve:
Regular financial reporting.
Maintaining adequate reserves.
Being able to meet obligations.
Operational Requirements:
The license may include conditions related to:
The company's internal governance.
Risk management practices.
Compliance with anti-money laundering regulations.
Personnel Requirements:
The SSM may impose conditions regarding the qualifications and conduct of:
Directors.
The Chief Executive Officer (CEO).
Other key personnel.
Any change of directors or CEO must be reported, and approved, by the registrar of companies.
Reporting and Record-Keeping:
License holders are typically required to:
Submit regular reports to the SSM.
Maintain accurate and up-to-date records.
Regulatory Oversight:
The SSM retains the right to:
Conduct inspections.
Request information.
Take enforcement action in cases of non-compliance.
Limitations on Activities:
The licensing will restrict the companies activities to those allowed within the trust companies act.
Industry Association membership:
Companies may be required to be members of relevant industry associations.
Application Guidelines for the Appointment of a Chief Executive Officer / New Director
When dealing with the appointment of a Chief Executive Officer (CEO) or a new director within a trust company in Malaysia, adherence to regulatory guidelines is paramount. Here's a breakdown of the key considerations:
Key Guidelines and Requirements:
Regulatory Oversight:
Prior approval from the Registrar of Companies is typically required for any changes to the board of directors or the CEO.
"Fit and Proper" Criteria:
Individuals appointed to these positions must meet stringent "fit and proper" criteria. This involves assessments of:
Integrity: The individual's ethical conduct and reputation.
Competence: Their qualifications, experience, and knowledge relevant to the role.
Financial Soundness: Their financial stability and history.
Documentation:
Comprehensive documentation is essential. This typically includes:
Detailed biodata of the proposed CEO or director, outlining their qualifications and work history.
Personal credit information, often from the Central Credit Reference Information System (CCRIS) of Bank Negara Malaysia.
Declarations regarding any past legal or financial issues.
CEO Requirements:
There is often a requirement for the CEO to be in full-time employment with the trust company.
Transparency:
The appointment process must be transparent, and the company must provide clear justifications for its selection.
Compliance:
Trust companies must adhere to all relevant laws and regulations, including those related to corporate governance and anti-money laundering.
Important Considerations:
The SSM may conduct interviews with proposed appointees to assess their suitability.
Guidelines to Lodge Annual Returns of a Trust Company under Section 21 of the Trust Companies Act
When dealing with the guidelines for lodging annual returns of a trust company under Section 21 of the Trust Companies Act in Malaysia, it's essential to understand the legal requirements and the role of the Companies Commission of Malaysia (SSM). Here's a breakdown of the key aspects:
Key Guidelines and Requirements:
Section 21 of the Trust Companies Act 1949:
This section mandates that trust companies must submit an annual statement to the Registrar of Companies.
This statement provides a snapshot of the company's liabilities.
Integration with Companies Act:
The annual statement under the Trust Companies Act is often lodged in conjunction with the annual return required by the Companies Act.
This means that trust companies must comply with the annual return requirements of the Companies Act as well.
Content of the Annual Statement:
The annual statement must detail the liabilities of the trust company.
It must be verified by an affidavit from the company's chairman or vice-chairman and the manager or secretary.
Lodgment with SSM:
The annual returns and statements are lodged with the Companies Commission of Malaysia (SSM).
SSM is the regulatory body overseeing companies in Malaysia, including trust companies.
Importance of Accuracy:
Accurate and timely submission of annual returns is crucial for compliance.
Failure to comply can result in penalties.
Beneficial Ownership:
It is important to note that changes to beneficial ownership of a company must also be recorded and lodged to the registrar of companies. This information must also be included within the annual returns.
Fees Payable to the Registrar of Companies
Trust Company Fees:
Application: A fee is required for the initial application to register as a trust company.
Certificate of Registration: The fee for issuing the registration certificate is tiered, increasing with the trust company's authorized capital.
Annual Lodgment: Fees are also applicable for lodging the annual statements mandated under Section 21 of the Trust Companies Act.
Here are some of the fees related to the trust company:
Application for registration. RM 5.
Certificate of registration:
a) for authorized capital of not more than RM500,000. RM 100.
b) for authorized capital exceeding RM500,000 but not more than RM1,000,000 RM 150.
c) for authorized capital exceeding RM1,000,000. RM 200.
On lodging Annual Returns under section 21. RM 25.
Key Considerations:
In addition to SSM fees, there may be other costs associated with establishing and operating a trust company, such as legal fees and stamp duty.
Where to find more information:
The Companies Commission of Malaysia (SSM) is the primary source for official application guidelines and requirements. It is very important to refer to their official website, and any official publications they produce.
The Companies Commission of Malaysia (SSM) is the authoritative source for detailed information on trust company licensing.
The official website of the Companies Commission of Malaysia (SSM) is the primary source for accurate and up-to-date information on annual return lodgment.
How Puro can Help
Puro can offer significant assistance in navigating the complexities of trust company registration in Malaysia. Here's how we can help:
Expert Guidance: We possess in-depth knowledge of the Trust Companies Act 1949 and related regulations, ensuring full compliance.
Streamlined Process: Puro can manage the entire application process, from preliminary approvals to final registration, saving time and effort.
Documentation: We can assist in preparing and compiling the necessary documentation, including financial statements, organizational charts, and personnel biodata.
Financial Requirements: Puro can guide you in meeting the authorized and paid-up capital requirements, as well as the security deposit with the Accountant General.
Personnel Qualifications: We can ensure that appointed directors and the CEO meet the "fit and proper" criteria set by the Companies Commission of Malaysia (SSM).
Ongoing Compliance: Puro can also assist with the ongoing compliance requirements, such as lodging annual returns and reporting any changes to the company structure.
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