A Sendirian Berhad (Sdn. Bhd.) is the Malaysian equivalent of a private limited company and by far the most common structure for both local and foreign entrepreneurs. It offers limited liability, perpetual succession, and the credibility needed to open bank accounts, sign leases, and win contracts. Registration is handled by SSM (Suruhanjaya Syarikat Malaysia / Companies Commission of Malaysia) under the Companies Act 2016.
Key Requirements
- At least 1 director who is ordinarily resident in Malaysia (has a principal place of residence in the country)
- At least 1 shareholder (individual or corporate; 100% foreign shareholding is allowed in most sectors)
- A licensed company secretary, appointed within 30 days of incorporation
- A registered office address in Malaysia (usually the company secretary's office)
- Minimum paid-up capital of RM1, though foreign-owned companies and certain licences require substantially more (commonly RM500,000–RM1,000,000 to support employment pass applications)
Foreign Ownership and Sector Rules
Many sectors allow 100% foreign ownership. However, some are restricted or require local/Bumiputera equity participation — retail and distributive trade, oil & gas services, education, and certain professional services among them. The Malaysian Investment Development Authority (MIDA) and sector regulators set these conditions, and a Wholesale Retail Trade (WRT) licence is typically required for foreign-owned trading and retail businesses.
Step-by-Step Process
1. Name search and reservation via MyCoID — a reserved name is held for 30 days 2. Prepare incorporation documents: constitution (optional under CA 2016), directors' and shareholders' details, registered address, and business nature (MSIC code) 3. Submit the Super Form (Section 14) through MyCoID 4. SSM review and issuance of the Notice of Registration and, on request, the Certificate of Incorporation
Timeline and Cost
Straightforward incorporations are typically approved within 1–5 working days. The SSM incorporation fee is RM1,000. Budget additional fees for the company secretary, registered office, and — for foreign-owned entities — capital injection and any required licences.
Post-Incorporation Checklist
- Open a corporate bank account (foreign directors may need to attend in person)
- Appoint an auditor and tax agent
- Register with LHDN (Inland Revenue Board) for an income tax file number
- Register for SST if you cross the sales/service tax threshold
- Register employees with EPF, SOCSO, and EIS before the first payroll
Common Pitfalls for Foreign Founders
- Underestimating paid-up capital needed to support expatriate employment passes
- Overlooking the WRT licence for trading/retail activities
- Assuming a Malaysian tax rate applies before confirming SME status and residency
How Gateway of Asia Helps
We manage the full SSM incorporation, appoint your licensed secretary, advise on the right paid-up capital for your visa needs, and coordinate WRT and sector licences so you can start trading without delays.