Private Limited Company (Sdn. Bhd.)

Company is a business vehicle regulated under the Companies Act 2016. There are three types of companies:

  • A company limited by shares
  • A company limited by guarantee
  • An unlimited company

The company needs to have at least one (1) persons as the company director and fulfill the condition as below:

  • Ordinarily reside in Malaysia by having a principal place of residence in Malaysia.
  • Above 18 years of age.
  • Not an undischarged bankrupt.
  • Has not been convicted of a serious offence within the past 5 years.

The information needed to register a private limited company (Sdn. Bhd.) are:

  • Copy of director identity card (I/C) or passport (for foreign director)
  • Name of the proposed company
  • Nature of business of the proposed company
  • Proposed address of the registered office (place to keep statutory documents)
  • Ordinary place of residence of every shareholder and director
  • Details of class and number of shares to be taken by every shareholder

The company can normally be set up within three (3) to ten (10) working days.

There are basically three (3) stages to incorporate a private limited company (Sdn. Bhd.) in Malaysia:

1st stage, Obtain proposed name approval from Companies Commission of Malaysia (SSM). Normally SSM will take few hours to two (2) working days to reply on the request. There will be three kinds of result:

  • “Approved” – Then proceed to 2nd stage.
  • “Query” – This indicate that we can appeal by fulfilling the SSM request of supporting document or answers; normally, once the query is answered appropriately, the name will be approved. SSM will take two (2) to three (3) working days to reply on the appeal.
  • “Reject” – This indicate that we need to give up on the proposed name and use another name to apply for incorporation.

2nd stage, as the name search approval is obtained, we will prepare the documents to be signed by the shareholders and directors in Johor, Malaysia. This process can be done within few hours to few working days and depends on the actual appointment timing between the company secretary, shareholders and directors. The full payment for incorporation is required to be fully settled before proceeds to next stage.

3rd stage, as all the documents are signed, we will submit to the relevant government agencies (e.g. Companies Commission of Malaysia) to proceed stamping and submission. Normally SSM will take one (1) to five (5) working days to issue the incorporation certificate (Section 17). The company has successfully incorporated once the certificate was issued by SSM.

Yes. Foreigners can set up a 100% foreign holding company in Malaysia without Malaysian involved. However please take note that according to Companies Act 2016 Section 196, every company shall have at least one (1) director (He can be Malaysian or foreigner), who shall ordinarily reside in Malaysia by having a principal place of residence in Malaysia.

The maintenance fees of a dormant private limited company should be at the range of RM2,000.00 to RM3,000.00 (Include audit fee and secretary fee). If the company is active during the year, the compliance cost that the company need to pay to maintain the legal status inclusive of:

  • Audit Fees
  • Tax Agent Fees
  • Company Secretary Fees

The major different is the liability to creditors. The liability of the shareholders of the private limited company (Sdn. Bhd.) to creditors is limited to capital originally invested while sole proprietorship/partnership have unlimited liability to their creditors.

Private limited company (Sdn. Bhd.) is a legal entity, it will not be terminated in the case of changes in shareholders or directors.

Some business owners may request their private limited company to be registered at certain date due to personal favor, fengshui, or private reason. However, due to the various type of unforeseen factors from Companies Commission of Malaysia (SSM) such as staff absenteeism, online system corruption and etc, we are not able to determine the date of incorporation of the new private limited company.

Yes, but please take note that the holding company must pass a directors’ resolution to confirm their purchases on the subsidiary shares.

A private limited company shall lodge with Companies Commission of Malaysia (SSM) an annual return for each calendar year not later than thirty days from the anniversary of its incorporation date.

A private limited company (Sdn. Bhd.) shall prepare audited report within eighteen months from the date of its incorporation; and subsequently, within six months from its financial year end.

There is no minimum paid in capital requirement upon incorporation of a company under the Companies Act 2016.

A private limited company (Sdn. Bhd.) can be terminated by the following methods:

  • Voluntary winding up
  • Strike off under Section 549 of Companies Act 2016
  • Winding up by court order

Under Section 235 of Companies Act 2016, every company shall have one or more secretaries. Therefore, we suggest you engage our services directly, this will save your time and effort.

  • Business with high risk
  • Business involved many investors
  • Foreigners
  • Long-lasting business