10 FAQs On Sdn. Bhd. Company Incorporation In Malaysia in year 2024
Q1:Who can incorporate a Sendirian Berhad (Sdn. Bhd.) ?
A1: To incorporate a Sendirian Berhad (Sdn. Bhd.), you need to be at least 18 years old, reside in Malaysia, and are not disqualified under Section 198 of the Companies Act 2016. If you are a foreigner who is not residing in Malaysia, you will need to partner with at least one (1) director who resides
in Malaysia to register your company.
Q2:What is a Sendirian Berhad (Sdn. Bhd.) ?
A2: A Sendirian Berhad (Sdn. Bhd.) is a Private Company Limited by Shares where its shareholder(s)’ liability is limited to the amount of shares held. It is a separate legal entity with full capacity to carry on or undertake any businessor activity including to sue or be sued, manage property, and carry out transactions.
Q3:How many directors are needed to incorporate a Sendirian Berhad (Sdn. Bhd.) ?
A3: Only one (1) director, who may also act as the sole shareholder of the company, is needed in order to incorporatea Sendirian Berhad (Sdn. Bhd.).
Q4:How much is the minimum paid up capital to incorporate a Sendirian Berhad (Sdn. Bhd.) ?
A4: The minimum paid-up capital of a Sendirian Berhad (Sdn. Bhd.) is RM1. However, we recommend at least RM1,000 in paid-up capital as this will match the minimum required deposit at the bank.
Q5:How many shareholders are needed in Sendirian Berhad (Sdn. Bhd.)?
A5: The Company Limited by Shares shall have a minimum number of one (1) shareholder and maximum number of 50 shareholders only.
Q6:I am a foreigner. Can I incorporate a Sendirian Berhad (Sdn. Bhd.) in Malaysia?
A6: Yes, you can. However, every Company needs to have at least one (1) director with ordinary residence in Malaysia.That can be yourself or a person residing in Malaysia. If you’re the sole director of the company and you are not a Malaysian citizen, we may request for your visa details.
Q7:I own an Enterprise, Partnership, or LPP. Can I convert it to Sendirian Berhad (Sdn. Bhd.)?
A7:While ‘switching’ your business entity is not possible as they are of different nature, you can incorporate a new Sendirian Berhad (Sdn. Bhd.) and run the business as a new company
before terminating the existing enterprise, partnership or LLP.
Q8:Do I have to appoint a Company Secretary for my Sendirian Berhad (Sdn. Bhd.)?
A8:According to Section 236 of the Companies Act 2016, all Sendirian Berhad (Sdn. Bhd.) must appoint a Company Secretary within 30 days from its date of incorporation. If you incorporate your Sendirian Berhad (Sdn. Bhd.) through Consistant Info Sdn. Bhd., Consistant Info Sdn. Bhd. will automatically appoint your Company Secretary.
Q9:What are the roles and duties of a company secretary in my company?
A9: Besides assisting you with company registration, a company
secretary is also responsible for:
- Â Making sure the information of the company,
director(s) and shareholder(s) are kept up-to-date. - Â Advising the company on compliance to various laws
and regulations such as the Malaysian Companies Act
2016. - Â Lodging annual return and financial statements.
- Keeping meeting minutes and written resolutions of
board meetings. - Handling the striking off or winding up of the
company -  Providing CTC documents for opening a bank
account, grant application, etc.
Q 10:Is the Registered Address my Company Business Address?
A 10 :No, your Company’s Registered Address is not necessarily the same as its business address. A Company’s Registered Address is usually where the company secretary’s office is located, which is open and accessible to the public during ordinary business hours. This is where all company documents, as ordered by the Companies Act 2016, need to be kept. You may operate your business at any other address, which would then constitute as your business address.