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What are the frequently asked questions (FAQS) on setting up Sdn. Bhd. Company In Malaysia in year 2024?

Q11: Can I incorporate a Sendirian Berhad (Sdn. Bhd.) in Malaysia without having its director reside in Malaysia?

A11: Unfortunately, no. According to the Companies Act 2016,there must be at least one (1) director who ordinarily residesin Malaysia in order to register a Sendirian Berhad (Sdn.Bhd.). This can be yourself or other directors of the business.

Q12: I own an existing Sendirian Berhad (Sdn. Bhd.) or LLP. Can I register a new Sendirian Berhad (Sdn. Bhd.) using the same company name?

A12: Unfortunately, no. A new Sendirian Berhad (Sdn. Bhd.) cannot use the same name as any existing business entity even if they are owned by the same person. Any Company name that may be confused with another companies that exists in the system is not allowed.

Q13: Can I close down my existing Sendirian Berhad (Sdn. Bhd.) and register a new Sendirian Berhad (Sdn. Bhd.) with the same name?

A13: Yes, you can. However, there is a holding period of 2 years before the existing Sendirian Berhad (Sdn. Bhd.) name can be re-used by a new entity.

Q14: How to incorporate a Company in Malaysia?

A14: All companies operating in Malaysia are registered by the Companies Commission Malaysia (CCM) under the Companies Act 2016, A.K.A the Suruhanjaya Syarikat Malaysia (SSM). This is the agency responsible for overseeing corporate governance issues.

Q15: What are the minimum requirements for incorporation of a company?

A15: The Company limited by shares may be incorporated as a private company (Sendirian Berhad or Sdn. Bhd.) or public company (Berhad or Bhd.) The Company incorporation could be made by individuals who wish to form a company. The basic requirements to incorporate a company are:

(a) Private Company (Sdn. Bhd.)

  •  At least One (1) Director who ordinarily resides in Malaysia by having a principal place of residence in Malaysia and minimum of One (1) promoter.

(b) Public Company (Bhd)

  •  At least Two (2) Directors who ordinarily resides in Malaysia by having a principal place of residence in Malaysia and minimum of One (1) promoter.

(c) Appoint at least one (1) Company Secretary

  •  He or she must be a member of one of the prescribed professional bodies or a member approved by SSM.

(d) One (1) shareholder

  •  At least one (1) shareholder is required to subscribe for the company’s shares
  •  If you are a foreigner, you can become a 100% shareholder. However, if your company intends to operate in a particular industry, and that industry legally requires some local equity, then you will need to find other local shareholders to participate.

(e) One (1) director

  •  At least one (1) director is required, at least 18 years old and residing in Malaysia.
  •  The director is not a bankrupt and has not been convicted or imprisoned in the past 5 years.
  •  Foreigner have to be in Malaysia for 180 days, if he is only shareholder.
  •  If you are a foreigner and do not have a residential address in Malaysia, then you will need to find a local director to comply with the law.

(f) RM 1.00 paid-up capital

  •  If you are a foreigner and intend to work in Malaysia, you may need to invest more than RM1.00 of paid-up capital, depending on your needs and circumstances.

Q16: What is the basic information required to incorporate a Company?

A16: To incorporate a Company needs to provide us with the following information: –

  •  Proposed Company Name
  •  The main business activities of the new company established
  •  Copies of ID cards or passports of all directors and shareholders
  •  Information on paid-up capital (minimum RM 1 or maximum RM10,000)
  •  Shareholding ratio of each shareholder

Q17: What is the procedure for Company Incorporation?

A17: The Company Incorporation procedure are:

1. Name Search and Application of Name

  •  A name search must be made to ensure that the proposed name is available.

(a) Name Reservation

  •  The applicant must complete the information for the name of the company online and the fee is RM50.00 for each name applied. Incorporation of company is a separate process; and
  •  If the name is approved by SSM, the name is reserved for 30 days which is 1 months or any longer date as allowed by the Registrar from the date of approval.

2. Lodgement of application to incorporate the Company

(a) Under Section 14(1) of the Companies Act 2016, the applicant must complete the information required as follows:

  •  The Proposed Name of the Company
  •  The Status of Private or Public Company
  •  The Proposed Type of Business
  •  The Address of Registered Office
  •  The Business Address
  •  Complete detail of director(s) and promoter(s)
  •  Declaration from the director(s) or promoter(s) that he/she:
  1.  is not an undischarged bankrupt either in or outside Malaysia; and
  2.  has not been convicted of any offence whether in or outside Malaysia

(b) Declaration of Compliance

This declaration states that the applicant has complied with all requirements of the Companies Act 2016. The declaration should be made by the individual who is responsible for the incorporation.

(c) Additional Document(s)

(i) a copy of consent letter from the corporate body named as the member of the company.

(ii) a copy of certificate of director’s qualification, if required.

(iii) a consent letter from relevant agency, if any.

Q18: How long does it take to establish a Private Limited Company in Malaysia?

A18: The registration process usually takes up 2 to 3 working days to complete. However, incorporation can be done within the same day if the reserved name can be approved in the morning of the day.

However, having said that, please note that the time required to complete the registration will depend on the accuracy and completeness of the submitted information and documents, and it will also depend on the availability and stability of SSM’s MyCoID online system.

Q19: After completing the registration of a Private Limited Company in Malaysia, what should you pay attention to?

A19: After you have completed the registration of a Private Limited Company in Malaysia, you may start your business immediately. In addition, there are some things that you need to perform, as follows: –

  •  Open a bank account
  •  If any foreigner facing open bank account issue, we could assist foreigner to open bank account with a charges.
  •  If your business needs to have one or more business licenses, you must obtain the relevant licenses before you can start business.
  •  If you plan to hire local employees (Malaysian citizens and/or permanent residents), you are required to open a Employees Provident Fund (EPF) account and contribute a portion of your salary to the Employees Provident Fund every month according to a set percentage.

You are required to determine the end of the Company’s Financial Year End, which could be any date but within 18 months from the date of incorporation of the company.

Q20: What is SSM?

A20: “SSM” refers to the Companies Commission of Malaysia, known in Malay as Suruhanjaya Syarikat Malaysia. It’s not a business entity itself, but rather the federal statutory body responsible for regulating and overseeing the operations of all business entities in Malaysia.

So, if you’re looking to establish a business in Malaysia, Consistant Info would assist you to register with the Companies Commission of Malaysia (SSM) to ensure compliance with regulatory requirements and to operate legally within the country.

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