Minimum Capital Funds Requirement for Merchant Acquiring Services

The Financial Services (Requirements and Submission of Documents or Information) (Registered Business) (Amendment) Order 2021 [P.U.(A) 351/2021] (“the Amendment Order”) was gazetted on 6 September 2021 and will come into operation on 1 October 2021.
 
The Amendment Order amends Part 1, Schedule 1 of the Financial Services (Requirements and Submission of Documents or Information) (Registered Business) Order 2013 [P.U. (A) 206/2013] (“the Principal Order”) by including an additional requirement for a person who intends to carry on merchant acquiring services under the Financial Services Act 2013 (“FSA”). Merchant acquiring services is a “registered business” under the FSA.
 
Under the Amendment Order, an applicant which is not a financial institution regulated under the laws enforced by Bank Negara Malaysia (“BNM”) is required to have a minimum capital funds of: 

  1. RM300,000, if the actual or projected amount of the average monthly transaction value is less than RM10,00,000; or 

  2. RM1,000,000, if the actual or projected amount of the average monthly transaction value is more than RM10,000,000. 
The Amendment Order provides that the term “average monthly transaction value” refers to the calculation of: 

  1. the actual amount which is calculated based on a 12 month moving average; and 

  2. the projected amount which is calculated based on the estimated average monthly amount for a period of 12 following months. 
The new minimum capital fund requirements under the Amendment Order are in addition to the existing requirements stipulated under the Principal Order, which include, among others: 

  1. that the applicant must be a company incorporated under the Companies Act 2016; 

  2. the shareholder, director or person concerned with the operation or management of the applicant has not been convicted of any offence under the FSA or an offence involving fraud or dishonesty under any other written law, and 

  3. the shareholder, director or person concerned with the operation or management of the applicant has not been involved with the management or operation of a person who has previously been deregistered by BNM. 
These new requirements under the Amendment Order are consistent with the minimum capital fund requirements for non-bank acquirers pursuant to the exposure draft on Merchant Acquiring Services released by BNM on 17 July 2020. The final policy document for Merchant Acquiring Services has yet to be issued by BNM.
 
Alert by Lee Ai Hsian (Partner) and Tai Kean Lynn (Associate) of the Banking and Finance Practice of Skrine.

This alert contains general information only. It does not constitute legal advice nor an expression of legal opinion and should not be relied upon as such.