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Shares of an offshore company may be in any currency except the Ringgit. The United States Dollar is the most common currency denomination. Capital duty payable is based on the size of authorised capital. There are only three capital fee bands namely;
a) RM1,000 b) RM2,000 and c) RM5,000
An offshore company with authorised capital not exceeding the equivalent of RM50,000 in foreign currency pays RM1,000 as capital fee. An offshore company with authorised capital of RM50,000 or more but less than RM1,000,000 pays capital fee of RM2,000 and an offshore company with authorised capital exceeding the equivalent of RM1,000,000 in foreign currency pays RM5,000. It must be noted that capital fee is a one-time fee.
There is no restriction on the nationality of shareholders and the minimum of one shareholder is required. Bearer share is not permitted so each shareholder must be registered. Register of shareholder is not a public record and the use of nominee shareholder is very common.
The issuance of shares is normally dealt with in the Articles and is usually authorised by the directors. The most common type of share is ordinary shares although the use of others like preference shares or founder shares can be employed.
Shares in an offshore company may be paid in full in cash or in kind, partly paid or unpaid. Any significant shares purported to be fully paid issuance must be backed by a statutory declaration verifying the availability of the proof of assets backing the issuance. Such proof may be bank deposit proof, assignment of assets or a statement by an accountant or auditor of the availability of the assets. Without such proof no trust company will want to issue shares of high amount or value. |