Setting up a Sendirian Berhad (Sdn Bhd) company in Malaysia is one of the best ways to establish a legally recognized, limited liability business. A Sdn Bhd is a private limited company, meaning that the liabilities of shareholders are limited to their share capital, providing a level of security for business owners.
Whether you are a local entrepreneur, foreign investor, or SME owner, incorporating an Sdn Bhd in Malaysia offers benefits such as better business credibility, tax advantages, and easier access to funding. However, the registration process involves several legal and regulatory steps, which must be carefully followed.
This guide outlines the step-by-step process to register an Sdn Bhd company in Malaysia, key requirements, costs involved, and how Spektra Management can assist you in incorporating your business efficiently and hassle-free.
Why Choose an Sdn Bhd in Malaysia?
– Limited Liability Protection – Shareholders are only liable for the amount they invest in the company.
– Better Business Credibility – A registered Sdn Bhd is recognized as a legitimate and stable entity, making it easier to gain trust from customers, investors, and banks.
– Tax Benefits – Enjoy corporate tax incentives and lower tax rates, especially for SMEs with profits under RM600,000.
– Easier Business Expansion – You can bring in investors, secure bank loans, and expand operations more easily than with a sole proprietorship or partnership.
– Separate Legal Entity – The company can own assets, enter contracts, and sue or be sued independently of its owners.
Step-by-Step Process to Set Up an Sdn Bhd in Malaysia
Step 1: Meet the Basic Requirements
To register an Sdn Bhd, your company must meet the following requirements:
✔ Minimum 1 director – The director must be at least 18 years old, a Malaysian resident, and not declared bankrupt.
✔ Minimum 1 shareholder – Can be the same person as the director or a different individual/company.
✔ A company secretary – Must be a licensed company secretary registered with SSM (Suruhanjaya Syarikat Malaysia).
✔ A registered business address – The company must have a local registered office address in Malaysia.
✔ Minimum paid-up capital of RM1 – Although there is no fixed minimum capital, many companies start with RM1,000 to RM10,000.
Step 2: Name Search & Reservation
– Choose a unique company name following SSM guidelines.
– Conduct a name search using SSM’s MyCoID portal to check for name availability.
– If approved, the name will be reserved for 30 days (can be extended for an additional 30 days).
Step 3: Prepare Incorporation Documents
Once the company name is approved, you need to prepare and submit the following documents:
– Super Form (Section 14 of Companies Act 2016) – Includes company name, business activities, directors, and shareholder details.
– Declaration by Directors & Shareholders (Section 201 of Companies Act 2016) – Confirms that all parties agree to the incorporation.
– Constitution (optional) – A legal document outlining how the company is governed (not mandatory but recommended for businesses with multiple shareholders).
Step 4: Receive Certificate of Incorporation (Section 17)
Once SSM approves your registration, they will issue a Certificate of Incorporation (Section 17), which serves as proof that your company is legally established.
– Your Sdn Bhd is now officially registered and ready to operate!
Step 5: Register for Corporate Tax, Licenses & Business Bank Account
After incorporation, the company must fulfill these post-registration requirements:
– Apply for a Corporate Tax File with LHDN – All Sdn Bhd companies must register with Lembaga Hasil Dalam Negeri (LHDN) for corporate tax compliance.
– Open a Business Bank Account – Most banks require your Certificate of Incorporation (Form 9), corporate profile, and directors’ NRIC/passport.
– Apply for Business Licenses (if required) – Some industries (e.g., food, retail, construction) may require additional business permits.
– Register for EPF, SOCSO & EIS – If hiring employees, register with the Employees Provident Fund (EPF), Social Security Organisation (SOCSO), and Employment Insurance Scheme (EIS).
– Register for SST (if applicable) – Companies with taxable revenue over RM500,000 must register for Sales & Service Tax (SST) with Royal Malaysian Customs (JKDM).
Common Mistakes to Avoid When Registering an Sdn Bhd
❌ Choosing a Name That Violates SSM Rules – Avoid using prohibited words or names too similar to existing companies.
❌ Not Appointing a Licensed Company Secretary – A company secretary must be appointed within 30 days of incorporation.
❌ Ignoring Tax & Business License Requirements – Failure to register for taxes, SST, or required licenses can lead to penalties and business closure.
❌ Using a Personal Bank Account for Business Transactions – Always open a corporate bank account to separate business finances.
Why Choose Spektra Management for Your Sdn Bhd Registration?
Setting up an Sdn Bhd requires legal, tax, and compliance expertise to ensure smooth registration and avoid costly mistakes. Spektra Management provides end-to-end corporate incorporation services, handling all paperwork, licensing, and compliance requirements for you.
Our Services Include:
– Company Name Search & Reservation
– SSM Registration & Incorporation Filing
– Company Secretary Appointment
– Business Licenses & Tax Registration (LHDN, EPF, SOCSO, EIS, SST)
– Corporate Bank Account Setup Assistance