Formation of a contract research organization in Malaysia
Our Client, an Indian contract research organization (CRO) providing clinical trials services to the pharmaceutical industry, contacted Healy Consultants in April 2015 to register subsidiaries in Malaysia and Taiwan. The purpose of business setup in these two countries was to supervise clinical trials to be conducted in these two countries. Our Client hence wanted Healy Consultants to both complete the formation of the subsidiary and to prepare an engagement strategy agreement to determine what may be the licensing requirements for the Malaysian company to be allowed to conduct such activities.
Healy Consultants confirmed that the optimal type of business entity would likely be a private limited company, locally known as a Sendirian Berhad. As our Firm estimated that we would need around three weeks to complete the research necessary to assess applicable regulations over the organization of clinical trials in Malaysia, we agreed with our Client to register the company immediately, without waiting for the outcome of the search.
All Malaysian companies are required to appoint two resident directors. We assisted to appoint two nominees to fulfill this requirements, while our Client would still keep a majority on the Board of the company, by appointing three additional foreign directors.
After receipt of the scanned incorporation forms and other documents required from our Client, we submitted an application to register a new company with the Malaysia Companies Registrar (SSM), which was subsequently approved within the three following business days.
We also confirmed with multiple lawyers that no further licensing was required for the company and prepared a quality engagement strategy document for our Client.
Corporate bank account opening
In order to assist our Client to open a corporate bank account in Malaysia, we contacted an international bank preferred by our Client. After reviewing our application, the front desk reverted to request additional due diligence information on the reasons accounting for the Group structure of our Client: a majority of the shares of his company were indeed held by a venture capital fund, with multiple layovers of holding companies in Mauritius, the Cayman Islands and the United Kingdom. As often when a successful company benefits from investment from a private equity fund, determining the beneficial ownership was a tricky task. This unfortunately caused engagement delays.
After a couple of weeks without an answer from our Client’s preferred bank, we convinced him to consider other reputable international banks. After several weeks of negotiations and assistance from Healy Consultants, we finally managed to convince the Malaysian branch of a reputable Singaporean bank to accept our Client as a customer. The engagement was hence successfully completed.
We couriered a company kit to our Client and received excellent feedback with regards to the services provided by Healy Consultants. For more information on this engagement and/or to obtain the contact details of our Client, please contract our French Director of our Clients Engagements Department, Mr. Simon Guidecoq.
Wealthy businessman buys Malaysia property
Peter is a wealthy individual who lives in Singapore with his wife and two teenage children. He works as a senior manager at an offshore bank in Singapore, and owns property in Singapore, the UK, Spain and Australia. Peter approached Healy Consultants in April 2006 with a tax enquiry relating to the sale of a property in Australia. During the course of the meeting in our Singapore office, however, he also mentioned his intention to purchase an apartment in Kuala Lumpur, Malaysia.
Several of our Clients approach Healy Consultants with a view to Asia property purchase. As in many Asian countries, the Malaysian property market has become increasingly attractive to foreign investors in recent years. The Malaysian ringgit remains undervalued against the US dollar, and Malaysian property is half the cost of its equivalent in neighbouring Singapore. In addition, the government is actively encouraging foreign property investment through initiatives such as the ‘Malaysia: My Second Home’ scheme.
As a busy businessman, Peter required a professional consultant to project manage the entire property purchase. This would include finding suitable properties, liaising with developers, supervising the solicitors, and obtaining a competitive mortgage from a bank. Aidan Healy, managing director of Healy Consultants, outlined to Peter our capabilities, gained from previous similar engagements as well as Aidan’s personal experience of buying high-end property in Kuala Lumpur. Aidan also highlighted from the outset the legal and tax implications of Malaysian property purchase, as well as the advantages and potential pitfalls, including the fact that Malaysian banking and construction laws often lack transparency. With the scope of the engagement clear, Healy Consultants e-mailed Peter the next day with a clear quotation.
Peter reverted to Healy Consultants within one week with his go-ahead, clarifying his budget and the specifications for the property. Peter also sent to our Singapore office the required due diligence and a signed Client Engagement Letter, and remitted the engagement fees to our bank account, enabling our team to start the engagement. At this point, our Singapore team, in consultation with our Malaysia office, prepared a detailed Engagement Project Plan, outlining the project steps and deliverables from Healy Consultants, as well as likely timeframe.
The first task was for our Malaysia office to find high-end Kuala Lumpur properties which met Peter’s specifications. In particular, he was keen on one of the new developments adjacent to KLCC Park in central Kuala Lumpur. Carol, our Client Relationship Officer in the city, visited six apartments in one day, and met the developers of a further four properties which had yet to be completed. Carol also took digital photographs of the apartments, and collected prospectuses and information sheets from the developers. Within two days, she had prepared a shortlist of five apartments which she believed would be of interest to Peter, and sent the details of each to him in Singapore for his consideration.
The next step was to arrange a property viewing and/or developer meeting for Peter. Peter traveled to Kuala Lumpur, where he was met at his hotel by Carol and transported to each property. Carol also organised for Peter to meet Healy Consultants’ solicitor in Kuala Lumpur. Upon his return to Singapore, Peter considered his options, and within one week had communicated to Healy Consultants his intention to purchase a 2,500 sq ft, three bedroom apartment on the 32nd floor of a prestigious condominium development close to the Petronas Twin Towers. To secure the property, Peter was required to pay a 2% deposit to the developer, and he sent a cheque to Carol who passed it to the developer.
With this objective now clear, Healy Consultants next task was to find a bank which would provide the most competitive mortgage. Although Peter’s preference was for a Singapore dollar mortgage with an international bank in Singapore, Malaysian property regulations state that mortgages can only be arranged in ringgit through a Malaysian bank. With this in mind, Healy Consultants’ Malaysia staff contacted the top Malaysian banks Maybank and Hong Leong Bank with a view to arranging a mortgage for the property on Peter’s behalf. Having received from our team details of Peter’s financial status and assets, mortgage representatives from each bank visited our Kuala Lumpur office to outline details of the mortgage they could offer. Our staff collated this information and prepared a detailed comparison table of the two mortgages offered, which they presented in an e-mail to Peter.
On the same day Peter responded, instructing our staff to assist in arranging a mortgage with the bank which offered him 90% finance at an interest rate of 6.75%. The following week, a member of the mortgage team at the chosen bank visited our office in Kuala Lumpur to assist with preparing the mortgage application form. Once this had been completed, the application form was couriered to Peter in Singapore for his signature, and the following day he returned the document to our Singapore office, from where it was forwarded to the bank in Kuala Lumpur. The bank approved the mortgage application within three weeks. In the meantime, our Malaysia solicitor had negotiated a sale and purchase agreement which was mutually acceptable to both the developer and Peter. Once the financing for the property had been approved, Peter signed the sale and purchase agreement, and lodged 10% of the purchase price. The remaining 90% will be paid at a timescale as agreed with the property developer.
Healy consultants assisted with signing title deeds, supervising solicitors, arranging tenants etc.
Going forward, Peter intends to purchase another property in Singapore, and has expressed his intention to engage Healy Consultants to help him do so.
Risk management expert opens Kuala Lumpur base
Onyx Procurement Malaysia Sdn Bhd is an international procurement company delivering services to a broad spectrum of sectors including transport, aviation, construction and civil engineering firms; blue chip companies, governmental procurement departments and non-profit organisations.
Onyx Procurement Malaysia Sdn Bhd was incorporated by Healy Consultants in 2005 to provide security and risk management strategies to multinational corporations, governments, non government organisations (NGOs) and individuals. The company has suppliers from both the European Union (EU) and the US and is working with Malaysian government departments and agencies.
Healy Consultants was able to complete the formation of Onyx Procurement Malaysia Sdn Bhd in a timely and efficient manner, and also provided a range of post-incorporation support services. Areas of support for Onyx Procurement Malaysia Sdn Bhd included:
- Healy Consultants worked with our Client to identify the accounting and tax implications of incorporating a Malaysian company, including highlighting the most relevant and important aspects of the Malaysia Companies Act 1965 regarding shareholder, director and minimum capital requirements. Our team also highlighted the corporate and personal tax liabilities as stipulated by the Inland Revenue Board of Malaysia;
- Healy Consultants completed Citibank corporate bank account opening on behalf of our Client, without the need to travel;
- Healy Consultants provided two resident directors to legally complete company incorporation in accordance with the Malaysia Companies Act 1965. In addition, we assisted our Client with GST and FIC registration and provided our Client a local virtual office.
Switzerland based company expands business in Malaysia
Normet Group is based in Switzerland, providing advanced solutions for selected customer processes in underground mining and tunneling. The management team has a diverse array of industry specific knowledge and experience therefore the firm has a unique capacity to attract investment and expand its marketing throughout the world.
Normet Group approached Healy Consultants to help them expand their business in Malaysia. Malaysia was chosen as the location for Normet Group because the company has potential contract in Malaysia. They wish to incorporate the company as soon as possible to win the bid. Healy Consultants assisted Normet Group by providing a range of professional assistance from the beginning until the end of the Malaysian company set up in efficient way and Normet Group is very happy with Healy Consultants’ service.
Bill approached Healy Consultants and advised that their company would like to expand to Malaysia. He advised that he would require assistance in company incorporation, nominee resident director, also a full virtual office support for the Malaysian company. Healy Consultants sent Bill a detailed cost proposal to set up the Malaysian company. Bill is happy with Healy Consultants pricing and service and signed the engagement letter with Healy Consultants on the next day.
As promised, Healy Consultants started to incorporate the company once he provided necessary due diligence and remitted the engagement fees to our bank account. At this point, our Singapore team, in consultation with our Malaysia office, prepared a detailed Engagement Project Plan, outlining the project steps and deliverables from Healy Consultants, as well as likely timeframe.
Healy Consultants was able to complete the company incorporation of Normet Underground Technologies Sdn Bhd in a timely and efficient manner. Services provided by Healy Consultants to complete incorporation including to conduct a name search to determine whether the proposed name of the company is available for registration. And also submitted the required documents in a speedy and efficient manner within the time period to SSM such as the certified copy of the certificate of incorporation of the foreign company, the Memorandum and Articles of Association that defined its constitution, declaration of compliance.
In accordance with the Malaysia Companies Act, every Malaysian Company shall have at least two directors who are ordinarily residents in Malaysia. To avoid inconvenience to our Client, Healy Consultants appointed two Malaysia resident employees to act as the nominee directors of Normet Underground Technologies Sdn Bhd. To enable Normet Group has a better understanding about our nominee directors, Healy Consultants i) provided Normet Group due diligence documents of two Malaysia resident directors ii) arranged both party to meet personally. Normet Group is very happy with such arrangement.
Virtual office services
Healy Consultants provides ongoing support for Normet Underground Technologies Sdn Bhd such as providing a Malaysia virtual office service which includes telephone answering and mail-forwarding, thereby enabling the company to conduct business more efficiently in Malaysia.
The whole company incorporation process takes approximately four weeks to complete from start to finish.
In November 2013, Healy Consultants provides Bill with a complete company kit including i) Original Business registration certificates and ii) Original Tax Registration Certificates. For our continuous improvement, Healy Consultants also emailed George an Engagement Feedback Survey for his completion.