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8 Mar 2021

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User Guide for Private Limited (Sdn. Bhd. ) Company Registration in Malaysia

As per the Companies Commission of Malaysia (SSM) statistics, we witness 3,635 local companies incorporated in January 2021. Private limited companies (Sdn. Bhd.) takes up the most common business structures registered. Company registration requirements have been lowered, according to the revised version of the Companies Act in 2016.  It encourages more entrepreneurs to start up their businesses.   

 

Who can register an Sdn. Bhd. company?

To register an Sdn. Bhd. company, a director, and a shareholder are required.  The director and shareholder can be the same person, must be at least 18 years old, is a Malaysian resident, and is not disqualified under Section 298 of the Companies Act 2016.   

 

What are the required documents and information to register an Sdn Bhd company?

There are few things you need to get prepared for:  proposed company name(s), business nature and description, information of your directors and shareholders, business address and registered address, and paid-up capital. Additionally, IC and authorisation letters are needed if your proposed name is trademarked or is similar to existing choices.

 

What are the required payments to register an Sdn. Bhd. company?

There are three (3) types of payments you need to get prepared for your company incorporation; paid-up capital, incorporation fee, and company secretarial fee. 

The good news is that the minimum paid-up capital to register a private limited company is RM1. SSM charges only RM1,010 for the incorporation fee. As for the company secretarial fee, it varies with the company secretarial firm you engage.

 

How long does it need to incorporate a company?

Generally, one (1) working day upon the submission of your proposed company name to SSM is needed. After the approval of the proposed company name by SSM, all the incorporation documents must be submitted to SSM within thirty (30) days from the date of approval. 

 

What’s the next step after completing an Sdn. Bhd. company incorporation?

You are required to purchase your Certificate of Incorporation (Section 17 Form) for RM25.30 and appoint a Company Secretary within thirty (30) days from your incorporation day. Filing a Constitution with SSM is optional. 

Overall, the whole incorporation process will take around one (1) to three (3) working days, depending on the effectiveness of the different parties involved. 

 

Any necessary actions for post-incorporation?

First, you must appoint auditors approved by The Companies Commission of Malaysia (SSM) as you need to provide audited accounts to shareholders before the annual general meeting (Only applicable to a public company). 

Next, you are required to submit an annual report to SSM. The annual returns must be sent to SSM within thirty (30) days from the anniversary of your company incorporation. 

Moreover, you are required to open a bank account for Goods and Services Tax (GST) number registration. You need to register your income tax number and Pay-As-You-Earn (PAYE) number via The Inland Revenue Board of Malaysia (LHDN). You should also register for Employees Provident Fund within seven (7) days of hiring the first employee.

Lastly, all employers must register for social security at the Social Security Organisation (SOCSO).

 

Why incorporate in Malaysia?

  • Fast and Easy Incorporation Process

It is possible that a company be incorporated in a few working days. All processes are carried out online on SSM’s MyCOID platform. 

  • Minimal Incorporation Requirements

Only one (1) director and one (1) shareholder are needed to incorporate a company; director and shareholder can be the same person. RM1 is the minimum paid-up capital for company registration.

  • Low Corporate Tax

Most business owners pay a corporate tax, which fixes at a rate of 24%; 17% for SMEs with paid-up capital less than RM 2.5 million. The maximum personal income tax rate is 30%.

A foreign business owner would also save up from paying double taxes as Malaysia has signed double taxation treaties with many countries.

  • Incentives from Government

To boost the national economy, Malaysia’s Government implements prudent trade policies, tax exemption, wage subsidy, loans, and grants programs that encourage business development in the country.

  • Strategic location with a pool of talents

Located at the heart of ASEAN, Malaysia possesses strong connectivity with emerging markets in Asia. It is equipped with a robust pool of talent and world-class infrastructure, allowing it to become a regional business hub within the region. 

 

Friendly Reminders for Foreign Investors

A foreign investor is allowed to own a private limited company (Sdn. Bhd.) in Malaysia with a minimum of RM500,000 paid-up capital. 

To become the sole director and shareholder of a private limited company, a foreign investor has to own a Malaysian permanent residency,  otherwise, you are required to appoint a Malaysian as resident director of your private limited company.

 

Must your company have a corporate secretary?

Yes, an Sdn. Bhd. is obliged to appoint a certified company secretary recognised by the SSM. Hence, your company fulfills the regulatory compliances, and the registration is deemed complete.

A company secretary would carry out the following tasks for your company:

  • Assisting in company registration
  • Advising the company on compliance with laws and regulations
  • Preparing annual returns and filing financial statements 
  • Making appointments
  • Keeping meeting minutes and written resolutions of board meetings, etc.

 

Steps to register your Sdn. Bhd through MyCoID portal:

1)Register an Account 

Sign up for an account on the MyCoID portal as an individual user.

2)Activate Your Account

Once you have activated your account, an email will be sent to you with instructions to verify your registration. You are required to visit the nearest SSM counter to complete this step.

3)Receive Login Credentials

You will receive an email about your MyCoID portal login credentials, to which you need to create a new username and password. 

4)Check Your Proposed Company Name

You can check your proposed company name through the Direct Incorporation Application on the MyCoID portal homepage. If the name you entered is already being taken, reserved, or contained improper words, you are unallowed to proceed.

Click here to read Business Name Registration Guidelines:

https://www.ssm.com.my/Pages/Services/Registration-of-Business-(ROB)/Registration/Guidelines%20for%20Business%20Name%20Application.pdf 

5)Fill In Other Information

Enter the purpose, type, and company subtype of your company under name search. 

6) Clarify Your Proposed Company Name 

You need to clarify the meaning of your proposed company name in the Super Form (Section 14). An authorisation letter from the respective authorities is acquired if the proposed names consist of controlled words or trademarks. 

7)Select Your Business Code and Description

You need to select a business code that suits your business and provide the correct business description. You are required to provide the registered address and business address of your company as well. 

Do refer to SSM MSIC Code here:

https://www.ssm.com.my/Pages/Publication/SSM%20MSIC%20Code/ROC/SSM%20MSIC%202008%20CODE%20-%20ROC.pdf 

8) Fill In the Information of Director(s) and Shareholder(s)

You will be the director and shareholder of your company by default. Should needs arise, you can add other directors and shareholders. Besides, you need to disclose whether any of your company employees falls under the Information To Agency section.

9)Submit Your Application

Submit your application after reviewing all the details on the preview page.

10)Make Payment

Completing the application will lead you to the payment page. After you pay the incorporation fee of RM1,010, a transaction receipt will be issued.

11)Receive Notice of Registration

The notice of registration (Section 15) will be sent to you as proof of incorporation by email. It should reach you in 1 business day, upon SSM approval.  

 

  • The certificate of Incorporation can be purchased via https://www.mydata-ssm.com.my/home for RM25.30.
  • Please take note that SSM holds the right to question your email application. However, you’re allowed to edit and resubmit the application. 

 

No time to visit the SSM counter for MyCoID account validation? Stay safe and get all these done from the comfort of your place! Hand over all the hassle to us:

  1. Visit https://www.corpso.com/. On the upper right side of the main page, click Register a Company. You can check the availability of your desired company name through our system. 
  2. Click Start Now if your proposed company name is available to start incorporating with us.
  3. Choose a desired plan to secure your company name.
  4. Review your order, read and agree to the terms of service of CORPSO.
  5. Sign up an account with CORPSO to get any updates from us.
  6. Fill in the information of your business, including your directors and shareholders.
  7. You will receive an invoice for the payment after submitting the information.
  8. After payment is made, all directors and shareholders will receive an email to carry out e-KYC.
  9. An email will be sent to you to notify you that CORPSO will incorporate your company.
  10.  Once your incorporation is approved by SSM, all directors and shareholders will receive an email regarding the incorporation.

Kindly note that you need to appoint a company secretary within thirty (30) days of company incorporation. Need any assistance in your company incorporation? CORPSO is ready to take over all your manual paperwork and ensure that your company complies with all regulatory requirements.