Redzuan Henry BBA16091119

Foreign company

Foreign company can be defining by Companies Act 1965 as a company, corporation, society,
association or other body incorporated outside Malaysia or an unincorporated society, association or other
body which under the law of its place of origin may sue or be sued, or hold property in the name of the
secretary or other officer of the body or association duly appointed for that purpose and which does not
have its head office or principal place of business in Malaysia. In other word foreign company basically
incorporated outside Malaysia but carrying on business within Malaysia. All foreign company need to
register their business in Malaysia by lodging certain documents to Companies Commission of
Malaysia(CCM) or Suruhanjaya Syarikat Malaysia (SSM). Under to Section 332 (1) of Companies Act
1965, a foreign company shall lodge with the registrar once in every calendar year a return in the form
prescribed by regulations made up to the date of its annual general meeting. Example of foreign company
is Royal Dutch Shell or all known by the name Shell, is a British Dutch multinational oil and gas company
headquartered in the Netherlands and incorporated in the United Kingdom. Shell has been incorporated in
Malaysia since 1891. Every year Shell have to lodged with a prescribed fee of RM350 within one month
after the date to which it is made up or within such further period as the Registrar, in special circumstances.

A foreign company can hire agent for their representation in Malaysia, an agent until he ceases to be an
agent in accordance with section 333 (2) of CA, continue to be the agent of the company, be answerable
for the doing of all such acts, matters and things as are required to be done by the company by or under this
Act or be personally liable to all penalties imposed on the company for any contravention of this Act unless
he satisfied the court hearing the matter that he should date specified in the notice. This means that agent
will become an agent to foreign company and do act for company. In case of Kelner v. Baxter (1866) a
contract to buy a hotel made by an agent on behalf of a company, which was about to be formed, could not
be ratified by the company because it was not exist at that time. The company ratified it when the company
formally came into existence, but went into liquidation. The court held the persons who signed the
agreement would have signed as agents of the company. But as there was no company in existence at the
time, the agreement would be wholly inoperative unless it were held to be binging on the defendants
personally. Defendant can avoid liability if he waits the company formally form.

As conclusion, foreign company need to lodge their documents to CCM in order to operate the business
in Malaysia. Every company that have started their business required to lodge with the registrar once in
every year of calendar.
References
Beatrix Vohrah, & Wu Min Aun. (2000). The Commercial Law of Malaysia (2nd ed.). Petaling Jaya,
Selangor Darul Ehsan, Malaysia: Longman/Pearson Malaysia Sdn. Bhd.

Companies Act 1965 CACT 125) & Subsidiary Legislations. (1996). Kuala Lumpur, Malaysia: International
Law Book Services.

Foreign Company Registration Guidelines. (n.d.). Retrieved from Suruhanjaya Syarikat Malaysia (SSM):
http://www.ssm.com.my/en