Malaysia Company Incorporation Services

A certificate of incorporation is only issued when the company is incorporated. But unlike before, only a registration notice is given once the incorporation is complete.  To get a certificate of incorporation in Malaysia, one has to first make an application and pay the prescribed fees to SSM. After processing, a certified registry copy of the certificate of incorporation is then issued.

Application for a certificate of incorporation typically takes 5-10 days to process and complete.

Yes, foreigners can set up a company in Malaysia. However, foreigners are only allowed to form a private limited company (local term: Sendirian Berhad or “Sdn Bhd”). Foreigners can own it fully (100% foreign ownership) with a minimum paid-up capital of RM1.

Generally, incorporating a company with professional assistance is as easy as the four steps below. 

1. Application for name reservation
2. Preparation of incorporation documents
3. Signing of incorporation documents
4. Submission of relevant forms and documents to SSM

However, if you are incorporating the company by yourself, you’ll have to undertake additional steps.

• Account registration on the MyCoID portal to access the SSM online system
• Account activation at SSM counter
• Company name search 
• Other information under Name Search
• Super Form to clarify your proposed company name
• Business code selection and description
• Payment of RM1,000 incorporation fee

Incorporation is a process that creates a totally separate entity- the corporation. The corporation is distinct from its owners and has its own rights, responsibilities, and liabilities. Because of that barrier that separates the owners from the company, incorporating a company provides more protection to its owners without limiting the opportunities. 

Meanwhile, registration is simply acquiring a license to operate a business. There is no creation of another entity. Rather, there is a recognition that the owner will operate profit-making activities under a business name.

The company incorporation process in Malaysia generally takes 5-7 days to complete. This time will vary depending on the availability of the signatories and the completeness of the documents. The availability and stability of SSM’s system will also affect the processing time.

Here is the estimated number of days for each step.

Yes. Accordingly, a limited company in Malaysia must have a minimum of one shareholder (owner) and one director. Additionally, a shareholder can also be a director. Therefore, having only one shareholder is already sufficient in forming a corporation, as long as the other requisites are followed.

Anyone who intends to form a company can incorporate a company in Malaysia. You can do it yourself or hire an agent on your behalf. The one processing the incorporation must be familiar with the incorporation guidelines and process. That is why it is advisable to acquire incorporation services to expedite the process and to complete it without issues.

Any private company in Malaysia can have a maximum of 50 shareholders (members). The reason for this limitation is to restrict the transfer of its shares to those the shareholders trust or to those who are already members.

Paid-up capital represents the resource the company has at the point of incorporation which is not borrowed. For startups, especially for small ones, it is important to have the paid-up capital to fund operation and other expenses. Paid-up capital is also more preferable to borrowed capital as you won’t have to worry about repayment and interest.

Having a high paid-up capital is good because it means that the company is well-capitalized and has sufficient resources to fund day-to-day operations. High paid-up capital is also ideal so you can easily apply for licenses or loans. Lastly, a high paid-up capital is good because it means high liquidity and higher credibility.

Share capital is the amount the company raises on issuances or selling of shares. Share capital is the total value of all issued common and preferred stocks. For example, the initial issuance of 1,000 shares at RM10 per share gives you an RM10,000 share capital at the point of incorporation.

Share capital is different from paid-up capital in that the former represents the value of all shares issued, while the latter is merely the shareholders’ pay upon issuance.

In Malaysia, a company limited by guarantee is prohibited from having a share capital. It is a public company that’s widely used for non-profit activities like charities, community projects, and the likes. As it has no share capital and is not for profit, it does not issue dividends to its owners.

The ordinary shares and the preference shares are the two basic types of shares. Each type of share gives its owners different rights and preferences.

The terms stock and share basically mean the same thing- the ownership of a portion of a company. Their difference lies only in syntax rather than in legal or financial aspects, and such a difference is often overlooked. ‘Stocks’ is the term used when referring in general to company ownership; while ‘shares’ is used to refer to the ownership of a particular company.

The two basic types of shares (ordinary and preference shares) each have subclasses that companies may choose to offer to buyers. Choosing the number of classes of shares to issue depends upon the company’s vision and direction. Company owners should just have to understand how offering such types of shares may affect their equity, management, and control.

Some classes of shares companies are listed below:

• Deferred ordinary shares
• Non-voting ordinary shares
• Redeemable shares
• Cumulative preference shares

The minimum share capital for Sdn Bhd in Malaysia is RM1 (with qualifications in certain industries and activities). Additionally, the company’s share capital can only reach up to the amount of authorized share capital, which is its maximum.

The minimum subscription for companies in Malaysia is computed as 5% of the nominal amount of the share. This requirement is important when making allotments for shares issued for a subscription. The SSM does not allow allotment unless the minimum subscription is achieved.

Class A and Class B shares are ordinary shares and they differ on the number of voting rights they provide to the shareholder. For example, Class A shares may carry 10 voting rights, while Class B shares only hold one.

Class A shares are the typical stocks of public companies and give their holders more voting rights than other classes. The Class B shares are often created so the company can vary the voting rights it wants to offer to the buyers. Class B shares are also issued to concentrate voting power on a certain group of people.

• Constitution (Article & Memorandum of Association)
• Form 48A (StatutoryStatutory Declaration By A Director Or Promoter Before Appointment)
• Form 6 (Declaration of Compliance)
• Original copy of Form 13A
• A copy of the letter from SSM approving the name of the company
• A copy of the identity card (of each director and company secretary)
• Authorization letter (if the proposed company name contains controlled words or trademark)

• More complicated to form.
• Costly to establish, maintain, and wind up.
• Has more annual compliance requirements.
• The company’s financial affairs are made public.
• Complicated taxation.
• Lots of statutory guidelines to follow.

• Gives owners protection against liability and legal obligations
• Easier transfer of ownership
• More opportunities for capital
• Lots of potential for expansion
• Business risk is divided among members of the company
• Professional management
• Perpetuity of the company even if a shareholder or director loses capacity or dies
• Tax incentives

The constitution is the main document of a Malaysian company. The constitution is formerly known in Malaysia as the Articles and Memorandum of Association. A constitution is very important as it governs the internal affairs and management of the company and regulates its powers and objects.

When a company is incorporated, by the power of the law, a fictional entity (the company) is created and given rights to operate a business. Upon incorporation, it is given a name, address, and responsibilities to follow its purpose as stated in its constitution. As a result of incorporation, the company can conduct dealings in its own name, enter into contracts, and be sued if found guilty of offenses contrary to the law.

There are certain protections that incorporating provides to the owners. Firstly, shareholders have limited personal liability that protects them from creditors should the company fail to pay its liabilities. Secondly, they cannot be held personally liable for the actions of the company as there is a veil that separates the owners and management from the company itself.

Company incorporation services are professional assistance provided by service firms to help investors to incorporate their businesses. With this assistance, everything that the service seekers have to do is provide the necessary information and documents, and the incorporation service providers will incorporate their business for them.

The incorporation process is complicated for those who have no idea what to submit and do. Acquiring incorporation services in Malaysia not only speeds up the process but also ensures that you incorporate with complete compliance. Additionally, your service providers can give you guidance on the technicalities and legalities of starting and running a corporation.

Sdn Bhd or Sendirian Berhad is the Malay term for a private limited company. It is a type of company that provides its owners with limited liability. This means that the shareholders of an Sdn Bhd company are only liable for the company’s unpaid liability up to their shares investment.

An Sdn Bhd can either be a public or private company.

• Limits the member’s liability.
• Growth potential- third party investors are generally attracted to this business structure.
• Tax efficiency.
• Credibility and trust.

• Corporate bank opening.
• Getting licenses if needed.
• Registration for Sales & Services Tax (SST).
• Opening an account with the Employment Provident Fund (EPF).
• Registration of company profile with LHDN.
• Decide on the date of fiscal year-end (any date within 18 months after the date of incorporation).
• Keep track of income and expenses (bookkeeping).
• Prepare financial statements and annual returns.

It is not mandatory for companies to open a bank account under the official name of the company. However, opening corporate bank accounts gives companies the benefit of easier management of their finances. It also gives the company an added protection and a creditable impression if it transacts under the business account, rather than a personal one.

The registration of Sdn Bhd company is with the Suruhanjaya Syarikat Malaysia (SSM) or the Companies Commission of Malaysia. You may do it manually over a local SSM office or register online. You may also choose to acquire professional incorporation services to make your Sdn Bhd company registration much more convenient.

Yes, you can register a company on your own, without any help from incorporation services. 

You can go directly to the online portal of SSM’s MyCoID and register an account. You first need to validate your identity at an SSM counter, and once your account is registered may log in to the MyCoID portal to register an Sdn Bhd. Then, simply go to the Direct Incorporation Application to initiate the procedure.

1. Fill in a form to declare details and information necessary for incorporation.
2. Request company name proposals so the firm performs a name search to check its availability.
3. Upon approval of the company name reservation, we will prepare the incorporation documents.
4. Directors and shareholders will sign relevant documents.
5. Submission of documents.
6. Upon successful incorporation evidenced by the Notice of Incorporation, we will email you all pertinent documents for your record.

A private company in Malaysia needs to appoint at least one director who is a natural person and a resident in Malaysia to incorporate. Public companies must have at least two directors.

Foreign nationals may also become directors of a company, as long as the company complies with the minimum number of Malaysian resident directors.

If you are a shareholder, a company representative will get in touch with the company on how to transfer to them your payment for buying shares. Upon receipt of the company of the paid-up capital, they will record it in the books with proof of the transaction. The company secretary will then submit such supporting documents with SSM.

Name reservation is the application made with the SSM to register and reserve a proposed name for your company. Reserving your company name will prevent other companies from having a similar one like yours. The application for name reservation is subject to SSM guidelines and approval.

• The proposed company name is identical or similar to an existing company’s name.
• The proposed name might confuse the public (e.g. sounds the same as another registered company name).
• The proposed name is already reserved.
• The proposed name is prohibited under the Companies Act 2016 or other legislations.
• The proposed name is unacceptable for use as a company name.
• The minister directed not to approve or accept the proposed company name.

Once the proposed company name is approved, the reservation for it lasts for 30 days or longer as the Registrar allows. During this period, SSM will not allow the reservation of the name to another company.

Yes, the appointment of a company secretary is essential for any type of incorporated company in Malaysia. The company can appoint one upon processing for incorporation. But if the company chooses to appoint a secretary later, they must do so within 30 days from the date of incorporation.

A private company may commence operations immediately after incorporation.

Yes, if you can manage it, you can choose to keep the enterprise and open an Sdn Bhd company. Registering an Sdn Bhd will not affect your enterprise because each entity is different. However, this can only happen so long as it is not the enterprise itself that you are incorporating.

The SSM generally requires the submission of the company constitution after incorporation. An exemption applies to a company limited by shares that you must submit at the point of incorporation.

A company is allowed to adopt a constitution through a special resolution. The company must then submit its constitution 30 days after the adoption.

Below are the types of companies you may incorporate in Malaysia. Such companies can either be public or private.

• Company limited by shares
• Company limited by guarantee
• Company unlimited

The question of whether or not a private company is suited for your business depends entirely upon the goals and needs of the organization. Private companies are safe from public scrutiny as they are not obligated to reveal their financial results to the public. However, public companies also have the advantage of wider opportunities for funding as their shares are open to the public.

In choosing whether to choose a public or private company, you must weigh each side and consider which factors are more critical for your business.