Resident Director Malaysia
Tetra Consultants offers resident director Malaysia services to our international clients. Our full-service package includes Malaysia company registration, nominee director services, company secretary, registered office address and corporate bank account opening.
If you are a business owner planning to expand your business into Malaysia, you may be confused at the terms “Malaysia resident director” and “Malaysia nominee director”.
An individual can be defined as a “resident” if he or she resides in Malaysia for a period or multiple periods of at least 182 calendar days per calendar year. This means that in addition to Malaysian citizens, permanent residents and work permit holders are also able to be appointed as Resident Director Malaysia.
Simply put, a nominee director is a qualified individual who is appointed as your Malaysia entity’s resident director.
From our years of experience, finding a suitable and trustworthy individual to take up the directorship of your new company is time-consuming and daunting. Tetra Consultants strives to bridge this gap by providing cost-effect resident director Malaysia services, allowing you to focus on business in a safe environment.
Malaysia company director requirements
- According to Section 196(1) of Malaysia Companies Act 2016, a private company (Sendirian Berhad) is required to appoint at least one director who ordinarily resides in Malaysia by having a principal place of residence in Malaysia. For a public company (Berhad), it shall have a minimum of two resident directors.
- Prior to registering the company with Suruhanjaya Syarikat Malaysia (SSM), you are required to ensure that the company has already appointed a local resident director in Malaysia.
- This director can be a local employee or business partner of your company. Alternatively, if you are not planning to engage anyone locally, Tetra Consultants is happy to provide you resident director services in Malaysia.
- The individual must also meet the below requirements:
- At least 18 years old
- Not an undischarged bankrupt under the Insolvency Act 1967
- Not disqualified under the Companies Act 2016
- Not been convicted of any offence
- Not been imprisoned for any offences under Companies Act 2016
Resident director services in Malaysia
- Tetra Consultants is happy to provide a fit and proper nominee director for your business. Once the initial due diligence has been completed, Tetra Consultants’ legal team will prepare the nominee director agreement, trust agreement, and other legal documents to be signed by all parties.
- Instead of using typical nominee director agreement templates, our legal team will draft a unique agreement based on the job scopes required by you. This can include ad-hoc services such as corporate bank account opening, signing of corporate documents or even review of annual financial statements.
- The nominee director agreement is to ensure that the nominee director does not have any control over the company and that the role is a passive one. This is to protect our clients’ interests to ensure that business operations will not be affected.
- Unless agreed otherwise, our nominee director services in Malaysia do not include playing a managing role nor acting as a bank signatory.
- Tetra Consultants will provide you the KYC documents of our Malaysia nominee director as well. This includes his passport copy, proof of address as well as CV.
Advantages of appointing resident director Malaysia
- Appointing a nominee director in Malaysia will incur lower overhead costs as compared to hiring someone locally. By recruiting someone locally, your company is required to pay monthly salaries as well as statutory contributions. By engaging Tetra Consultants for a Malaysia resident director, the fee is payable once per annum.
- When you are opening a Malaysian corporate bank account for your newly established entity, Malaysian banks may require a local representative to visit a local branch for an interview. At no additional fees, our qualified nominee director will attend the interview on your behalf. Some of these banks include Maybank, RHB Bank and CIMB Bank.
- Tetra Consultants’ main objective is to ensure that your Malaysian company remains compliant with all local regulatory obligations. In Malaysia, the national language is Bahasa Melayu and most government policies and documents are in Malaysia.
- The Malaysian resident director is highly proficient in Malay and will work closely with our Chartered Accountant to ensure that your Malaysian entity meets all tax reporting and filing deadlines by the Inland Revenue Board of Malaysia.
- As such, you can avoid unnecessary trouble such as missing deadlines or paying late penalties.
- As the nominee director will ultimately be subject to litigation and fiduciary risks, Tetra Consultants’ compliance team will require some information for due diligence checks:
- Identity documents of the Ultimate Beneficial Owners (UBOs) and non-resident directors.
- Documents of the parent company (in the event a corporate shareholder is appointed)
- Nature of intended business activity
- Whether this Australia company is a dormant or active company
How to appoint a director in your Malaysian company?
- Any person who meets the requirements to be a director and has provided consent can become a Malaysian director.
- The appointed director will have to personally sign Form 48A to declare that he or she meets the requirement to be a Malaysian director.
- Tetra Consultants will prepare Form 49 based on the appointtee’s particulars as well as the board resolution. The board resolution will detail the decision made by the Board of Directors to appoint the appointee as a director of the company.
- All the members of the Board of Directors will be required to sign on this board resolution to approve the decision to elect the appointee as a director.
- Once the above is completed, Tetra Consultants will submit Form 48A and Form 49 to the Companies Commission of Malaysia and the Insolvency Department for administrative purposes.
- On average, the change will be reflected within a few business days. Tetra Consultants will conduct a Malaysia company director search to show you the changes are made officially. In addition, we will supply you the updated Register of Directors.
Malaysia nominee director fee
- Tetra Consultants is happy to provide a qualified and trustworthy nominee director for your Malaysia business. The annual fee for Malaysia nominee director services varies depending on a few considerations.
- The first aspect is the risk nature of the intended business activity. For example, there will be a risk premium for high-risk businesses such as payment services or cryptocurrency. As the resident director will be the sole point of contact in Malaysia, he will be exposed to higher levels of risk.
- The second aspect is the expected job scope required of the resident director. For most international clients, our resident director is purely a nominee and has a passive role. This means that he does not participate in your company’s decision making or daily business operations.
- However, in the event you require our resident director to oversee ad-hoc tasks such as reviewing financial statements or opening multiple local corporate bank accounts, additional fees may suffice.
- In accordance to Tetra Consultant’s company policy, all our fees are transparent and agreed upfront. These terms and conditions will be discussed beforehand, and no hidden fees will be charged to our international clients.
- Contact us to find out more about resident director Malaysia services. Our team of consultants will revert within the next 24 hours.
What is a resident director?
- In accordance to Malaysia SSM and company law, he or she is an individual who is appointed director of a Malaysia entity and resides in Malaysia for a period or periods of at least 182 calendar days per calendar year.
- A resident director fulfils the same role as any other director. In other words, a resident director is an elected individual who is in charge of setting and implementing the company’s corporate policy.
Can a foreigner be a director in Malaysia?
- Yes, the foreigner can be appointed as a director provided that the company has already appointed a local resident director.
- In the event the foreigner is looking to be appointed as the Malaysia resident director, he will have to either be a permanent resident or work permit holder.
- A private company is required to have one director who ordinarily resides in Malaysia while a public company is required to have two directors who ordinarily resides in Malaysia.
Is director an employee Malaysia?
- We will have to determine based on the job scope of the director in the Malaysian company. It also depends on whether the director is taking up an active or passive position in the company and whether he is receiving monthly salaries and EPF.
- Non-executive directors such as nominee directors are usually not considered employees because they are usually paid through dividends or an annual director fee instead.
- For further clarifications regarding this issue, please contact Tetra Consultants and one of our legal consultants will be able to clarify the same.
Can a foreigner set up a company in Malaysia?
- Yes, a foreigner is able to set up a company in Malaysia with 100% foreign ownership. However, a foreign business owner is required to appoint a local resident director in Malaysia.
- Generally, Tetra Consultants recommends our clients to set up a Malaysia Sendirian Berhad (Sdn Bhd), which is the equivalent of a Limited Liability Company (LLC).
Will the nominee resident director be involved in the management of my company?
- No, Tetra Consultants’ Malaysia nominee resident director services are passive in nature and our nominee will not be involved in your company’s everyday operations and decision-making. This will be clearly stated in the nominee director agreement.
- If required, our nominee director will assist in the preparation of corporate documents and the filing of your company’s annual return.
How much do resident directors get paid?
- There are a few factors determining how much a resident director should get paid. This includes:
- Year of experience being a nominee director
- Duties expected of him to carry out during the appointment
- Risk level of your intended business activity
- Tetra Consultants’ fees include the provision of a nominee director, the appointment of nominee director as well as the legal paperwork required
What business can a foreigner do in Malaysia?
- Generally, most business in Malaysia allows for 100% foreign ownership.
- However, some sectors will require a business license and only allow for 50% foreign ownership. This includes education, maritime, banking and finance, tourism, agriculture as well as the oil and gas industries.
- Nevertheless, tax incentives are still offered by the Malaysian government to companies in these industries in order to encourage foreign direct investments.
How long can foreigners stay in Malaysia?
- A foreigner with an investor visa can stay in Malaysia for up to 10 years. To apply for an investor visa, the applicant needs to have a bank deposit of RM 300,000 if they are below 50 years old, or RM 150,000 if they are above 50 years old. The investor visa allows the applicant’s direct family to apply for a dependent visa in Malaysia.
- A foreigner with a professional visa can stay in Malaysia for up to 1 year. The visa is granted to a professional foreigner who is not employed in Malaysia but is required to visit Malaysia for work purposes.
- A foreigner with an employment visa can stay in Malaysia for up to 60 months, depending on the terms of the contract of employment. The visa is granted to foreigners that take up employment in Malaysia. As such, an employment letter is required to prove that the applicant has been employed in Malaysia. The employment visa allows the applicant’s direct family to apply for a dependent visa in Malaysia.
Can foreign company open bank account in Malaysia?
- Different banks will require slightly different documents to open a corporate bank account. The standard documents required include a resolution by the Board of Directors approving the opening of a corporate bank account, Certificate of Incorporation and Memorandum and Articles of Association.
- The banks will also require the personal documents of the directors and shareholders including passport, proof of address and source of wealth.
Can one person be a director in two companies?
- Yes, a person can be a director in two companies as long as they disclose this fact to the company they are employed under.
Can a director be a company secretary in Malaysia?
- Yes, a director can be a company secretary in Malaysia. Under the Companies Act 2016, it is required that all Malaysian companies appoint a company secretary and there is no limitation that requires the secretary to be a separate person.
- However, a person that is acting as both the director and secretary cannot act in dual capacity in situations that require the authorization of both a director and a secretary.