How to Register a Sdn Bhd Company in Malaysia: The Complete Guide

Starting a Sendirian Berhad (Sdn Bhd) company in Malaysia presents entrepreneurs with valuable benefits of limited liability protection and a structured business organization. The complete guide details the steps and requirements for a successful Sdn Bhd company registration.

Understanding Sdn Bhd Company Structure

According to Malaysian law, a Sdn Bhd operates as a recognized private limited company. This business structure provides limited liability protection to its shareholders according to the Companies Act 2016.

Key Characteristics:

• Shareholders in Sdn Bhd companies pay only their subscribed capital amount in case of company loss.
• As a legal entity on its own, the firm has the rights of property ownership as well as the power to initiate and defend legal actions through its corporate name.
• Under Perpetual Succession, the company continues to exist regardless of who takes control as owner.

Pre-Incorporation Requirements

Begin the registration process only after checking the fulfillment of these fundamental requirements.

1. Directors and Shareholders

• A company needs at least one director who should have both Malaysian residence and a minimum age of 18 years.
• One shareholder is required for the company to register, but this person can be either an individual or another corporate entity.
• The Malaysian residency requirement states that at least one member of the directorate needs their principal abode to be located within Malaysia.

2. Company Secretary

• The company must choose a company secretary within thirty days pass since the business incorporation date.
• Within the stipulations of the Companies Commission of Malaysia (SSM) and prevailing professional body regulations, a person must maintain their required license.

3. Registered Office Address

• All company locations in Malaysia need physical addresses because P.O. Boxes remain unacceptable for official purposes.
• Documents sent through official correspondence and legal matters will be delivered to this location.

Step-by-Step Registration Process

Step 1: Name Search and Reservation

• The MyCoID portal serves users to execute searches of names.
• Companies can extend the validity period of their reserved name upon making an appropriate request.

Step 2: Prepare Incorporation Documents

• The SSM Superform requires completion with company information by the applicants.
• Supporting Documents:
• Identification documents of directors and shareholders.
• Declaration of compliance.
• Consent to act as a director.

Step 3: Submit Application via MyCoID

• Uploading necessary documents takes place solely through the MyCoID portal as part of online submission.

Step 4: Obtain Certificate of Incorporation

• Processing Time: The duration for processing this application remains between 1 and 3 working days.
• Outcome: Receive the Notice of Registration and, upon request, the Certificate of Incorporation.
• Let HL Khoo Group handle your Sdn. Bhd. registration- Register your Sdn. Bhd.

New Company Registration Time Table

Estimated Days to Incorporate a New Company: 7–10

Note: The above timetable is an estimate based on past experiences dealing with SSM over the successful registration of more than 300 companies. It is, however, largely subject to any delay from SSM and the stability of SSM’s MyCoID online system.

Post-Incorporation Obligations

1. Appoint a Company Secretary

• Timeline: Within 30 days of incorporation.
• The primary task of this role involves ensuring that all statutory requirements are fulfilled while maintaining accurate company-related records.

2. Open a Corporate Bank Account

• Certificate of Incorporation.
• Board resolution authorizing account opening.
• Identification documents of directors.

3. Register for Taxation

• Authority: Inland Revenue Board of Malaysia (LHDN).
• The business must submit annual tax returns, together with strict tax regulations.

4. Obtain Necessary Licenses and Permits

• Business activity determines the need for extra licensing permits from controlling authorities.

Annual Compliance Requirements

1. Annual Return Filing

• Timeline: Within 30 days of the anniversary of incorporation.
• Content: Company particulars, including directors, shareholders, and registered office.

2. Financial Statements and Audit

• The business needs to create audited financial statements by the end of each year.
• Special conditions allow particular small businesses to obtain exemptions according to specific criteria.

3. Annual General Meeting (AGM)

• Timeline: Within 6 months of the financial year-end.
• The company reveals its financial statements while discussing its business topics.