Sendirian Berhad (Sdn Bhd) Company in Malaysia

A Guide to Sendirian Berhad Company Registration in Malaysia

A Sendirian Berhad (Sdn Bhd) company in Malaysia is a private limited business entity that can be started by both locals and foreigners. All businesses in Malaysia are required to be registered with the Companies Commission of Malaysia (SSM). The SSM is the governing body that oversees the companies operating in Malaysia, and an Sdn Bhd in Malaysia is no exception to the rule.

Malaysia’s simplified business laws and foreign-friendly policies have made it a hotbed for startups, SMEs, and global investors looking to tap into Southeast Asia.

Company registration in Malaysia is a straightforward process for locals and foreigners, and whether you’re exploring or understanding the basics, this guide can help you set up faster.

 

What are the Key Characteristics of an Sdn Bhd Company?

Limited Liability:
An Sdn Bhd company offers limited liability protection to its shareholders. Owners are only responsible for the unpaid amount on their shares. Their personal assets remain safe even if the business incurs debts or faces legal action.

Status as a Separate Legal Entity and Perpetual Continuity:

An Sdn Bhd is legally separate from its owners capable of owning assets or liabilities. It continues to exist regardless of changes in shareholders or directors.

Transferability of Ownership

Shares can be transferred to new or existing shareholders, subject to company rules. This ensures smooth ownership changes without affecting operations.

Ease of Fundraising

Sdn Bhd companies can raise capital by issuing new shares to investors. This structure also attracts banks and financial institutions for business loans.

 

Why Register a Sendirian Berhad, Sdn Bhd in Malaysia?

Malaysia’s economy is projected to grow between 4.5% and 5.5% in 2025, driven by strong domestic demand and substantial investments in sectors like manufacturing, services, and technology. The government’s commitment to structural reforms and fiscal responsibility, including targeted subsidy rationalisation and tax reforms, aims to reduce the fiscal deficit to 3.8% of GDP.

The country’s strategic location in Southeast Asia provides seamless access to major regional markets, making it an ideal hub for trade and investment. Additionally, Malaysia’s focus on digital transformation and green technology, supported by initiatives like the National Energy Transition Roadmap and the National Semiconductor Strategy, positions it as a competitive destination for businesses seeking sustainable growth. Here are several other benefits of starting a business in Malaysia:

1. 100% Foreign Ownership Allowed
   Foreigners can fully own an Sdn Bhd company in Malaysia without local partners. This makes it one of the most foreign-friendly business structures in the country.
2. Strategic Location with Global Access
   Malaysia’s location offers access to major Asian markets like Singapore, China, and Thailand. It serves as a perfect hub for regional expansion.
3. Ease of Doing Business
   Malaysia offers a smooth registration process. It was also ranked as the 27th most competitive nation out of 140 countries in the 2019 Global Competitiveness Report by the World Economic Forum.
4. No Restrictions on Repatriation of Profits
   Profits, capital gains, dividends, and royalties can be easily repatriated without restrictions. This ensures foreign investors can take their earnings back home freely.
5. Double Taxation Treaty with 68 Countries
   Malaysia has tax agreements with 68 countries, preventing double taxation. This creates massive tax planning advantages for businesses with international operations.
6. Low Startup Costs & Rentals
   Malaysia offers affordable company setup costs and premise rentals. This makes it attractive for startups and SMEs looking to minimise overheads.
7. Separate Legal Entity with Limited Liability
   An Sdn Bhd is a separate legal entity that protects owners’ assets. Shareholders are only liable for the unpaid portion of their shares.
8. Business Continuity & Transferable Ownership
   The company continues to exist despite ownership changes, ensuring stability. Ownership is transferable, making it easier to bring in new investors or exit the business.
9. Better Market Perception & Credibility
   Sdn Bhd companies enjoy a better market reputation due to transparency and compliance requirements. Banks and investors view it as a stable and credible business model.
10. Tax Efficiency with Lower Risk Exposure
    With proper tax planning, Sdn Bhd companies enjoy favourable corporate tax rates. The structure lowers personal tax risk while offering business-specific tax benefits.
    Our company registration services cover everything from consultation to paperwork and provide you an end-to-end solution for company registration in Malaysia.

 

Documents Required for Company Registration in Malaysia

To initiate the company registration process in Malaysia, certain key documents must be prepared and submitted. While the exact requirements may vary depending on the business structure, the following are generally required:

• Memorandum and Articles of Association (M&A):
  This foundational document outlines the company’s internal governance, including its objectives, operational rules, and responsibilities of directors and shareholders. 
• Form 24 and Form 49:
  These statutory forms disclose critical information regarding the company’s shareholding structure (Form 24) and the details of its directors, managers, and company secretary (Form 49). 
• Form 9:
  The Certificate of Incorporation issued by SSM once the registration is approved. It confirms the official formation of the company. 
• Proof of Identity and Address:
  Copies of valid identification documents and residential addresses for all directors and shareholders are required. 
• Statutory Declaration of Compliance (SDC):
  A formal declaration by the company secretary or promoter confirming that all legal requirements under the Companies Act have been fulfilled. 
• Letter of Consent (if applicable):
  If the registered business address is not owned by the company, a letter of consent from the property owner is required. 
• Relevant Licenses and Approvals:
  For businesses operating in regulated industries, appropriate licenses and approvals must be obtained before registration. 

What Are the Key Requirements for Company Registration in Malaysia?

Before registering your company, ensure the following criteria are met:

• Minimum Shareholder:
  A private limited company (Sdn Bhd) must have at least one shareholder. The same individual can act as both director and shareholder. 
• Company Name:
  Choose a unique name that complies with the naming guidelines set by SSM. A name search and reservation must be done prior to registration. 
• Registered Office Address:
  The company must maintain a local registered office in Malaysia for official correspondence. 
• Minimum Paid-up Capital:
  Although there is no fixed minimum, companies are advised to have sufficient paid-up capital to support initial operations. 
• Local Director Requirement:
  At least one company director must ordinarily reside in Malaysia.

How to Register a Company in Malaysia?

If you’re ready to start your business journey in Malaysia, here’s a clear breakdown of the company registration process with the Companies Commission of Malaysia (SSM):

1. Conduct a Name Search and Reservation
   Start by conducting a name search through SSM’s system to ensure your desired company name is available. Once approved, the name can be reserved for your use.
2. Prepare Incorporation Documents
   Gather and complete the necessary documents, including:

• • Constitution (formerly known as the Memorandum and Articles of Association)
    
  • Form 24 (Return of Allotment of Shares)
    
  • Form 49 (Particulars of Directors, Managers, and Secretaries)
    
  • Form 9 (Certificate of Incorporation), among others as applicable.
    

3. Submit the Application to SSM
   Submit the completed forms along with the required fees. You may file your application online via the MyCoID portal or submit it manually at the nearest SSM office.
4. Wait for SSM Approval
   SSM will review the submitted documents. This process generally takes 5 to 10 working days, depending on the accuracy and completeness of the submission.
5. Receive the Certificate of Incorporation
   Once approved, SSM will issue a Certificate of Incorporation, officially confirming your company’s legal status in Malaysia.
6. Complete Post-Incorporation Formalities
   After incorporation, proceed with essential follow-up actions such as:

• • Opening a corporate bank account
    
  • Registering with tax authorities
    
  • Applying for relevant business licenses and permits

Is A Sendirian Berhad Company Registration Different from a Berhad Company?

Yes, it is. An Sdn Bhd company in Malaysia differs from a Berhad (Bhd) company in several ways. For one thing, an Sdn Bhd company can have anywhere from 2 shareholders to a maximum of 50 shareholders. Sdn Bhd companies are also made up of small or medium companies, also known as SMEs, whereas Bhd companies typically comprise much larger organisations.

	Sdn Bhd	Bhd
Ownership	Private company; shares are not offered to the public.	Public company; shares can be offered to the public and are often listed on the stock exchange.
Shareholders	Minimum of 1, maximum of 50 shareholders.	Minimum of 2 shareholders; no maximum limit.
Ideal For	Small to medium enterprises (SMEs) seek limited liability and private ownership.	Larger businesses aiming to raise capital from the public through share issuance.
Public Disclosure	Financial statements are not required to be disclosed to the public.	Must publicly disclose financial reports and hold annual general meetings.
Foreign Ownership	Allows up to 100% foreign ownership, depending on the industry.	Foreign ownership is permitted but may be subject to regulatory approvals and sector-specific restrictions.
Company registration process	Generally simpler and less costly, suitable for SMEs.Feature	More complex and expensive, involving compliance with additional regulations, especially if publicly listed.
Regulatory Requirements	Subject to the Companies Act 2016, fewer compliance obligations than public companies.	Subject to stricter regulations, including those set by the Securities Commission and Bursa Malaysia if listed.
Capital Requirements	No minimum capital requirement; capital structure is flexible based on business needs.	Typically requires a higher initial capital, especially if planning for public listing.
Suitability	Entrepreneurs and SMEs are looking for a straightforward business structure with limited liability.	Companies aiming for expansion and seeking to raise funds from public investors.

 

Other Business Entity Options in Malaysia

Aside from an Sdn Bhd company, other business entity options in Malaysia include:

As a trusted company registration agency in Malaysia, we help you choose the best structure — whether Sdn Bhd, sole proprietorship, or other Malaysia company registration types based on your needs.

Sole Proprietorship

• Best For: Individual entrepreneurs or small-scale ventures.
  
• Setup Simplicity: Easy and affordable to establish, making it an ideal entry point for first-time business owners.
  
• Liability: There is no legal distinction between personal and business assets, meaning the owner is personally liable for all business debts and obligations.
  

Partnership

• Ownership Structure: Formed by two to twenty individuals sharing ownership and responsibilities.
  
• Liability: Like sole proprietorships, partnerships do not provide asset protection. All partners are personally liable for business obligations, including debts and legal claims.
  

Limited Liability Partnership (LLP)

• Ideal For: Professional service providers such as accountants, lawyers, and consultants.
  
• Liability Protection: Offers limited liability to its partners, protecting their personal assets from the partnership’s financial or legal issues.
  
• Hybrid Structure: Combines the flexibility of a partnership with the asset protection benefits of a private company.
  

Private Limited Company (Sendirian Berhad – Sdn Bhd)

• Most Common Form: Favoured by both local and foreign entrepreneurs for its structured governance and liability protection.
  
• Ownership Flexibility: Can have local or foreign directors and shareholders.
  
• Asset Protection: Shareholders’ liability is limited to their share capital, meaning personal assets are safeguarded from company liabilities.
  

Public Limited Company (Berhad – Bhd)

• Suited For: Large-scale businesses seeking to raise capital through public investment.
  
• Regulatory Complexity: Subject to stringent compliance, higher minimum capital, and public reporting requirements.
  
• Ownership Model: Shares can be publicly traded, allowing for a broad and diverse shareholder base.

As a trusted company registration agency in Malaysia, we help you choose the best structure — whether Sdn Bhd, sole proprietorship, or other Malaysia company registration types based on your needs.

 

Related Guides:

 Malaysia Company Incorporation Services

Guide to Starting a Business in Malaysia

 Corporate Tax Planning in Malaysia

Frequently Asked Questions