How to register a Sdn Bhd?

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Registering a Sdn Bhd in Malaysia

Step by step company incorporation:

  • Step 1: Choose a Company Name
  • Step 2: Understand Malaysia's Company Registration Requirements
  • Step 3: Sign the Required Documents
  • Step 4: File the Incorporation with SSM
  • Step 5: Open a Corporate Bank Account
  • Step 6: Comply with Post-Incorporation Requirements
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Step 1: Choose a Company name

When incorporating a company in Malaysia, reserving a company name through the Companies Commission of Malaysia (SSM) is a critical step. Ensure the chosen name adheres to SSM's guidelines. The name should NOT be:

  • Identical to an existing company
  • Misleading or offensive
  • Suggestive of government or royal patronage unless authorized
  • Restricted without proper licensing (e.g., "bank", "insurance", "university").

Upon approval, the name will be reserved for a period of 30 days from the date of approval.

If you require more time, you can apply for an extension of the name reservation, subject to an additional fee and approval from SSM.

Step 2: Understand Malaysia's Company Registration Requirements

There are few more requirements for registering a Sdn Bhd after reserving your company name.

At least 1 director with local residential address

In Malaysia, the law allows either Malaysian resident or foreign resident to hold position as a directors in Sdn Bhd. However, there is a requirement that at least one (1) director with a principal place of residence in Malaysia

At least 1 shareholder

You need at least one (1) shareholder, who can be an individual or another company. Multiple shareholders are allowed, with a maximum limit of 50. Importantly, Malaysia allows 100% foreign ownership, meaning all shareholders can be foreigners without any local ownership requirement.

Minimum paid up of RM1

You can establish your Sdn Bhd in Malaysia with a capital as low as RM1. If needed in the future, you can increase the capital by injecting additional funds and notifying the company registrar accordingly.

A registered address in Malaysia

Every Sdn Bhd company must have a registered address in Malaysia to keep all the documents, records, notice and receive important communications. This address must be a physical location, not just a PO Box. Our incorporation package will include a registered address for your company.

Appoint a company secretary

A Sdn Bhd must appoint a company secretary who is a resident of Malaysia, and members of professional bodies designated or licensed by SSM within 30 days after incorporation. Our incorporation package will include appointment of a company secretary for your company.

Step 3: Sign the Required Documents

After the company name has been approved and the requirements to register a Sdn Bhd have been met, the following documents will be prepared, signed, and filed with SSM:

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Declaration by Director(s) and Promoter(s)

The declaration by each director or promoter confirms that they are not undischarged bankrupts, either in Malaysia or abroad, and have not been convicted of any offense, whether in Malaysia or elsewhere. At the same time, we will perform bankruptcy search for each director.

Step 4: File the Incorporation with SSM

After receiving all necessary documents, we will submit the Superform (Section 14) to SSM. The registration process usually takes 2 to 5 working days.

Upon approval, SSM will issue the followings:

  • A notice of approval and registration (section 15)
  • A certificate of incorporation will only be issued by SSM upon request together with the prescribed fee (section 17)
Commencement of business

You can begin to trade from the first day of notice of approval and registration is issued!

Step 5: Open a Corporate Bank Account

Next step, you can proceed to open a corporate bank account . Our incorporation package will include a one (1) board resolution to open and operate the bank account for your company.

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Step 6: Comply with Post-Incorporation Requirements

There are several immediate tasks that a new company needs to take note after incorporation. If you're wondering what to do next, don't worry - you can go through the next steps.

1. Business License
Businesses in Malaysia are required to apply for business premises licenses and signboard licenses from the respective State Authorities. It is also important to check whether you need specific business licenses based on the nature of your business and its location in Malaysia. These licenses ensure that your business activities comply with local regulations and standards. You can find more information on MyGovernment website.
link to mygovernment website
2. Displaying and publication of name and registration number
The Companies Act, 2016 mandates that companies in Malaysia must prominently display their registered name and company registration number on all business correspondence, official publications, websites, financial instruments (such as cheques and invoices), and other forms of communication and documentation related to business operations.
3. Appoint auditor and tax agent
Appointing a tax agent and auditor is essential to ensure compliance and effective financial management for your company in Malaysia. The tax agent guides your company through Malaysian tax laws, manages tax returns, offers strategic tax planning advice, and serves as a liaison with tax authorities. Simultaneously, the auditor conducts an impartial review of your company's financial statements to validate their accuracy and fairness. Regular audits can also help prevent potential fraud or theft and ensure compliance with financial regulations.
4. Consider getting a bookkeeper

Consider getting a bookkeeper to maintain your company's accounting records and prepare financial statement annual. Proper accounting will allow you to have an overview of your company's financial performance and position, which is crucial for your business decision makings. Some banks may require your financial statements for your loan and creditors before extending their credit term for you. Additionally, the company must also distribute these statements to its members annually.

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