What is the Standard Procedure for Incorporating an Sdn Bhd Company?
What is an Sdn Bhd Company?
A Sendirian Berhad (Sdn Bhd) company is a private limited company incorporated under the Companies Act 2016 and regulated by the Companies Commission of Malaysia (SSM). It is the most common type of business entity in Malaysia and can be established by both local and foreign individuals or entities.
One of the defining features of a Sdn Bhd company is limited liability, which protects shareholders’ assets from the company’s debts and obligations. As a separate legal entity, it can own property, enter into contracts, sue, and be sued in its name.
Why Choose an Sdn Bhd Company in Malaysia?
There are several strategic advantages to incorporating an Sdn Bhd company in Malaysia:
- Limited Liability
Shareholders are only liable up to the amount of their capital investment. Their assets are protected from the company’s liabilities.
- Separate Legal Entity
A Sdn Bhd company operates as a distinct legal person, allowing it to transact, litigate, and own property independently of its shareholders and directors.
- Access to Capital
These companies can raise funds through equity or loans. Their corporate structure and credibility often enhance investor confidence.
- Favourable Tax Rates
Sdn Bhd entities benefit from competitive corporate tax rates, starting as low as 15%, and may qualify for tax incentives such as pioneer status or investment tax allowances.
- Perpetual Succession
The company continues to exist regardless of changes in ownership or management, ensuring long-term business continuity.
- Professional Reputation
The Sdn Bhd structure lends customers, partners, and financial institutions a more credible and trustworthy image.
- 100% Foreign Ownership
Foreign nationals can fully own a Sdn Bhd, subject to sector-specific guidelines.
- Flexible Management Structure
Shareholders can appoint directors, establish company policies, and manage profit distribution as they see fit.
What Are the Statutory Compliance Requirements for an Sdn Bhd Company in Malaysia?
Step 1: Preliminary Planning
Before submitting your application, define the foundation of your business:
- Proposed Company Name (must be unique and compliant with SSM guidelines)
- Business Nature: Select appropriate MSIC Codes (Malaysian Standard Industrial Classification)
- Shareholding Structure: Decide number of shareholders (min. 1, max. 50 for Sdn Bhd)
- Directors: At least one director must be a resident in Malaysia
- Registered Office Address in Malaysia
💡 Tip: You can consult a company secretary or professional service provider to ensure regulatory alignment.
Step 2: Name Reservation with SSM
Once your company name is finalized:
- Submit a Name Search & Reservation application through SSM’s MyCoID system
- Fee: RM50 per name
- Duration: 1 to 2 working days for approval
- Reservation is valid for 30 days
❌ If the name is rejected, you will need to reapply with a new suggestion.
Step 3: Preparation of Incorporation Documents
After name approval, the following statutory documents must be prepared:
- Section 14: Application for Registration
- Section 15: Constitution (optional)
- Section 17: Declaration by directors and promoters
- Section 236(1): Declaration of Compliance
- Copy of directors’ and shareholders’ identity documents
- Business address and share capital details
Most providers handle this for you and prefill everything based on your initial form submission.
Step 4: Signing of Documents
- All documents can be signed digitally online, regardless of your location. There’s no need to visit our office or courier physical documents — our process is fully digital and convenient for both local and overseas directors/shareholders.
- Only in rare cases where required by authorities, notarisation may still be needed.
- Important: This step satisfies KYC (Know Your Customer) and anti-money laundering requirements.
Step 5: Submission of Incorporation to SSM
Your company secretary or professional service provider submits the complete digital application via the MyCoID Portal.
- Fee: RM1,000 (flat government fee for Sdn Bhd)
- Processing time: Typically 1–3 working days
- If approved, SSM issues:
- Notice of Registration
- Certificate of Incorporation (digital Form 9)
- Notice of Registration
Step 6: Post-Incorporation Essentials
After incorporation, your company is officially recognised, but you must complete the following formalities:
Appointment of Company Secretary
- Must be appointed within 30 days of incorporation
- Must be licensed by SSM or a member of a prescribed professional body
Open a Corporate Bank Account
- Required documents include:
- Certificate of Incorporation
- Company resolution
- Company profile and constitution
- ID proofs of directors
- Certificate of Incorporation
Other Registrations (Depending on Business Type):
- Tax Registration (LHDN) – for corporate tax compliance
- EPF, SOCSO, EIS – for employee-related statutory contributions
- SST Registration – if your business exceeds RM500,000 annual revenue.
- Licenses/Permits – sector-specific (e.g. F&B, education, e-commerce
Timeline Snapshot
| Phase | Estimated Duration |
| Name Reservation | 1–2 working days |
| Document Preparation & Signing | 1–3 working days |
| Submission & Processing | 1–3 working days |
| Post-Incorporation Setup | 5–10 working days (varies) |
Why Choose 3E Accounting Malaysia?
Compliance can be complex, especially for new business owners or foreign investors. 3E Accounting Malaysia offers expert support in company incorporation, statutory compliance, corporate secretarial services, and accounting solutions. With a reputation for efficiency, professionalism, and transparent pricing, 3E Accounting ensures your Sdn Bhd stays compliant and focused on growth.
Let 3E Accounting be your trusted partner in building and managing a compliant, successful business in Malaysia.
View: Standard Procedures for Incorporation in Malaysia’s Flow Chart PDF
