Sarawak Company Incorporation Malaysia
- Roger Pay
- 1 hour ago
- 5 min read
Sarawak Company Incorporation
To incorporate a company in Sarawak, Malaysia, it's important to note that the process differs slightly from that in Peninsular Malaysia. Here's a breakdown of the key steps and considerations:
1. Business Name Search and Application:
Unlike Peninsular Malaysia where this is done through the Companies Commission of Malaysia (SSM), in Sarawak, you must first check the availability of your desired business name with the Inland Revenue Board (LHDN) office in Kuching, Sarawak.
You can do this offline by visiting the LHDN office and filling out a Business Name Search slip with at least three potential names.
Alternatively, you can check name availability online through the e-Resident & District Office (e-R&DO) website.
Once a name is confirmed as available by LHDN, you can proceed with the registration.
2. Registration Process:
Offline Registration: After your business name is approved by LHDN, you will typically receive a checklist of required documents. You then submit these documents, along with the necessary forms (which may include the Trade License Application Form (Borang IRD No. 8) and the Business Names Ordinance Form (Borang R20)), to the LHDN office in Kuching.
Online Registration: If you've confirmed your business name online, you might be able to proceed with the registration process through the SSM website. You'll need to create an account and submit the required documents, which generally include:
Form 9 (Certificates of Incorporation)
Form 24 (Particulars of Shareholders)
Form 49 (Particulars of Directors/Officers)
A prescribed fee based on the company's authorized share capital.
3. Key Differences in Sarawak:
Governing Laws: Business registration in Sarawak is governed by the Business Name Ordinance (Law of Sarawak Chapter 64) and the Business, Professionals and Trading Licensing Ordinance (Laws of Sarawak Chapter 33), not the Registration of Business Act 1956 (ROBA) which applies in Peninsular Malaysia.
Registration Authority: The initial registration of a business name in Sarawak goes through LHDN, not directly through SSM. SSM becomes involved after the name is cleared by LHDN for company incorporation.
Registered Office: All companies and businesses in Sarawak must have a registered office within the state. This is the official address for receiving correspondence from regulatory authorities.
Business Stamp: Businesses are typically required to create a business stamp that includes the complete commercial address.
4. Required Documents (General - May Vary):
A stamped Tenancy Agreement or Sales and Purchase Agreement as proof of your business location in Sarawak.
Lease of Land (if applicable).
Print-Out of Title (if applicable).
Potentially other documents depending on the nature of your business, such as specific license application forms.
5. Additional Considerations for Foreign Investors:
Foreigners, even non-Sarawakians, generally require an Employment Pass or work permit to work or operate a business physically in Sarawak.
It's often required to have at least one local partner or director.
Certain businesses may require approval from the Ministry of Domestic Trade and Consumer Affairs.
Proof of paid-up capital expenditures within Sarawak (e.g., office renovations, asset purchases) might be necessary.
In summary, while the ultimate goal is to register your company, the initial steps in Sarawak involve LHDN for name registration and have specific local ordinances that apply. Ensure you have a physical business address in Sarawak and understand the potential requirements for foreign participation.
It's highly recommended to consult with a professional company secretary or legal advisor in Sarawak to ensure a smooth and compliant incorporation process. They can provide the most up-to-date information and guidance based on your specific business activities.
How Bestar can Help
Engaging Bestar can be immensely helpful in navigating the intricacies of company incorporation, especially in a specific region like Sarawak with its unique regulations. Here's how we can assist you:
Bestar Can Help With:
Navigating the Regulatory Landscape:
We possess up-to-date knowledge of the Business Name Ordinance (Law of Sarawak Chapter 64) and the Business, Professionals and Trading Licensing Ordinance (Laws of Sarawak Chapter 33), ensuring you comply with the correct local laws.
We understand the specific procedures for name search and application with the LHDN in Kuching and can streamline this initial crucial step.
We can guide you through the requirements for having a registered office within Sarawak and ensure your chosen address meets the criteria.
Handling the Incorporation Paperwork:
We are experts in preparing and filing the necessary incorporation documents with SSM after the name clearance from LHDN, such as Form 9, Form 24, and Form 49, ensuring accuracy and completeness.
We can assist with drafting the company's Memorandum and Articles of Association (MAA), which outlines the company's objectives and internal rules.
We ensure all documents are correctly stamped and certified as required.
Ensuring Compliance:
We can advise you on the ongoing compliance requirements for companies in Malaysia, including filing annual returns, maintaining statutory registers, and adhering to corporate governance practices.
We can help you understand the implications of the Companies Act 2016 as it applies to your Sarawak-incorporated company.
Acting as a Liaison:
We can act as a point of contact between your company and regulatory bodies like SSM and LHDN, saving you time and potential misunderstandings.
Post-Incorporation Matters:
We can assist with initial post-incorporation tasks such as opening a bank account, obtaining necessary business licenses specific to your industry in Sarawak, and setting up your company's statutory records.
Structuring Your Business:
We can advise on the most suitable legal structure for your business (e.g., Sendirian Berhad (Sdn Bhd)) based on your objectives, liability considerations, and tax implications.
We can help draft shareholder agreements if there are multiple owners, outlining rights, responsibilities, and dispute resolution mechanisms.
Understanding Legal Obligations:
We can explain your legal obligations under various Malaysian laws relevant to your business operations in Sarawak.
We can advise on intellectual property protection, contract law, and employment law.
Navigating Foreign Investment Regulations:
For foreign investors, we can provide crucial guidance on the specific regulations and requirements for establishing a business in Sarawak, including employment pass applications and potential local partnership requirements.
We can help ensure compliance with any sector-specific foreign investment restrictions.
Drafting and Reviewing Legal Documents:
We can draft and review essential legal documents such as contracts, leases, and agreements, protecting your business interests.
In essence, Bestar brings specialized knowledge and experience to the table, ensuring a smoother, more efficient, and legally sound company incorporation process in Sarawak. Bestar focuses on the administrative and compliance aspects, and provides broad professional counsel and risk management.
Depending on the complexity of your business and your level of familiarity with Malaysian regulations, engaging Bestar can be a valuable investment that saves you time, money, and potential legal headaches down the line.
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