Malaysia

Company Incorporation

Setting up a business in Malaysia involves a well-defined process that ensures compliance with local regulations while preparing your company for international operations. Knowing the steps beforehand can help you avoid delays and ensure a smooth launch.

Step 1: Business Assessment and Jurisdiction Review

The process begins with a thorough evaluation of your business needs and an analysis of the Malaysian corporate landscape. At this stage, MGL identifies the most suitable corporate structure for your business. Depending on your operations, this could be a Private Limited Company, a Labuan International Company, or a Limited Liability Partnership. Each structure comes with its own tax implications, residency requirements for directors, and compliance obligations.

Given that Malaysia prohibits iGaming operations within its borders, structuring your business to comply with international laws while benefiting from Malaysian incorporation is crucial. MGL also verifies the availability of your desired company name and ensures that your business aligns with the Companies Act 2016 (CA 2016), the primary legislation overseeing corporate activities in Malaysia.

Step 2: Documentation and Regulatory Filing

Once the assessment is complete, the focus shifts to preparing and submitting the required documents. MGL drafts incorporation paperwork, including the company constitution and shareholder agreements, while ensuring that director and shareholder identification documents meet the Companies Commission of Malaysia (CCM) standards.

Compliance is a key focus during this phase. MGL establishes procedures to meet the requirements of Section 17A of the Malaysian Anti-Corruption Commission Act 2009 (MACCA), aimed at preventing corrupt practices. Additionally, Anti-Money Laundering (AML) and Know Your Customer (KYC) protocols are implemented to adhere to the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (AMLA).

Other steps include securing valid residential proofs for directors and shareholders, appointing a resident company secretary, and setting up a registered office in Malaysia. For iGaming businesses targeting international markets, MGL prepares a detailed business plan outlining your products, target audience, and revenue projections.

Step 3: Official Registration and Compliance Setup

The final stage involves submitting all prepared documents to the Companies Commission of Malaysia. MGL oversees this process to ensure efficiency, often completing registration within 1–3 days once all paperwork is in order.

To support international iGaming operations, MGL implements AML measures and responsible gambling policies. This includes ensuring that your technology and security standards meet global benchmarks and conducting background checks on directors and shareholders.

"Any omission or inconsistency can lead to delays or rejection. Consider hiring a Malaysia gambling law specialist to review your submission." - SDLC Corp

After registration, MGL helps establish financial operations by connecting your company with Malaysian banks. They also provide ongoing corporate management services to ensure compliance with Malaysian regulations as your business grows internationally.

To further support your ambitions, MGL prepares audited financial statements and proof of funding documentation, both essential for international iGaming licence applications. This proactive approach ensures your Malaysian entity is well-equipped to succeed in the global iGaming market from the outset.

Selecting the right business entity is a pivotal step for iGaming companies looking to benefit from Malaysia’s legal, tax, and market advantages. The country offers several business structures, each tailored to different operational and strategic needs.

Private Limited Company (Sdn Bhd)

For iGaming businesses, the Sdn Bhd structure offers limited liability and credibility, making it an attractive option for investors. This setup is particularly useful for raising funds through share issuance and can be converted into a public company in the future, which is ideal for businesses aiming for substantial growth. Additionally, Sdn Bhd companies can access tax incentives like the Reinvestment Allowance and Pioneer Status, which aren't available to other entity types.

Foreign-owned Sdn Bhds must have at least one local director and maintain a paid-up capital of RM500,000 to RM1,000,000. Incorporation costs typically range from RM2,500 to RM3,000 (about AUD$850 to AUD$1,000), with annual company secretarial fees of RM1,500 to RM2,000 (approximately AUD$500 to AUD$700). This combination of credibility and growth potential makes the Sdn Bhd a strong choice for scaling iGaming operations.

If international reach is a priority, the Labuan International Company offers another compelling option.

Labuan International Company

Operating under Malaysia’s offshore regime, Labuan International Companies are governed by the Labuan Financial Services Authority under the Labuan Companies Act 1990. This structure is well-suited for international iGaming operations, offering tax and regulatory flexibility.

Labuan companies enjoy low corporate tax rates - either 3% or a flat MYR20,000 - and minimal compliance requirements, with a paid-up capital as low as USD1[11][12][13][14][15]. Non-trading entities, such as those used for investment holding, may even qualify for full tax exemptions. The Labuan Financial Services Authority has reported an 8% rise in company incorporations in 2023, reflecting growing international interest in this structure.

Other benefits include expedited work permit processing (usually within 60 days, with permits valid for two years) and enhanced privacy, as company details are not publicly disclosed by the Labuan Financial Services Authority. Incorporation fees for Labuan companies are around RM6,050 (approximately AUD$2,000), with annual fees of about RM5,300 (roughly AUD$1,770).

While Labuan companies provide offshore efficiency, Limited Liability Partnerships (LLPs) offer a simpler, cost-effective alternative for smaller-scale operations.

Limited Liability Partnership (LLP)

LLPs are a streamlined option for iGaming businesses with lower setup and maintenance costs. They’re particularly suitable for smaller operations or consultancy services within the gaming industry. LLPs eliminate the need for a company secretary and mandatory annual audits, simplifying administration.

However, LLPs come with limitations. They cannot raise capital through share sales, which can hinder growth, and they often lack the credibility of an Sdn Bhd. This could impact relationships with payment processors, software providers, and regulatory authorities. While LLPs are cost-efficient, their scalability and reputation might not meet the demands of larger iGaming businesses.

Incorporating an LLP is relatively inexpensive, with government fees around RM500 (approximately AUD$170) and total setup costs, including professional fees, reaching about RM1,500 (around AUD$500). While this structure works well for professional services with modest capital needs, it may not be the best fit for iGaming operations requiring substantial funding and rapid growth.

Ultimately, the choice of structure depends on your business’s international goals, growth plans, and tax strategies. Aligning your entity with these factors ensures a strong foundation for success in the iGaming sector. MGL can assist in evaluating these considerations during your initial consultation to help you make the right decision for both immediate needs and long-term goals.