Sdn. Bhd. Company Setup in Malaysia: A Complete Guide for Entrepreneur

If you’re considering expanding your business into Southeast Asia, Malaysia is a great place to start. With a thriving economy, strategic location, and a business-friendly environment, it continues to attract entrepreneurs from around the world. One of the most common types of business entities in the country is the Sdn. Bhd., or Sendirian Berhad, which is a private limited company.

But how exactly do you go about setting one up? What should you expect during the process? In this guide, we’ll walk you through everything you need to know about company registration in Malaysia, especially if you’re interested in forming a Sdn. Bhd. company. Whether you’re just exploring or ready to take the plunge, let’s break it down step by step.

What is an Sdn. Bhd. Company?

A Sdn. Bhd. company is a private limited company, which means its liabilities are limited to the amount of capital invested. It is legally separate from its owners and must comply with the rules set by the Companies Commission of Malaysia, also known as SSM (Suruhanjaya Syarikat Malaysia). It’s the preferred structure for small to medium-sized enterprises and startups because of its flexibility, limited liability protection, and credibility with investors and banks.

Step 1: Understand the Requirements

Before you begin, there are a few key requirements you need to meet:

• Minimum one director who is at least 18 years old and resides in Malaysia.

• Minimum one shareholder, who can be the same person as the director.

• A local registered business address in Malaysia.

• A company secretary, appointed within 30 days of incorporation, who must be licensed or a member of a prescribed body.

If you’re wondering about Sendirian Berhad Company Formation in Malaysia as a foreigner, it’s important to note that while foreigners can own 100% of the company, at least one director must be a resident.

Step 2: Choose a Company Name

Your next step is selecting a unique name for your company. The name must be approved by SSM and cannot be too similar to existing businesses or contain restricted words. You can conduct a name search via SSM’s online portal, and once approved, it’s reserved for 30 days (extendable to 180 days for a fee).

Choosing the right name is more than just branding—it ensures you comply with naming regulations and sets the tone for your business identity.

Step 3: Prepare and Submit Incorporation Documents

After name approval, you’ll need to submit incorporation documents via the MyCoID system. These include:

• The company’s constitution (optional but recommended)

• Details of directors and shareholders

• Declaration of compliance

• Consent to act as director

Once everything is submitted correctly, SSM typically processes the application within 1 to 3 working days. After approval, you’ll receive a Certificate of Incorporation.

This is a major milestone in opening a company in Malaysia and officially marks your business as a legal entity.

Step 4: Appoint a Company Secretary

Within 30 days of incorporation, you are required to appoint a company secretary. This role is essential for maintaining statutory compliance, preparing resolutions, and filing annual returns.

If you’re a foreign entrepreneur unfamiliar with local regulations, engaging a qualified company secretary is highly recommended. Many service providers in Malaysia offer bundled packages for registration and secretarial services.

Step 5: Open a Corporate Bank Account

Once you receive your incorporation documents, it’s time to open a corporate bank account. Most Malaysian banks will ask for the Certificate of Incorporation, a board resolution, the company constitution, and identification documents of directors and shareholders.

Some banks may require in-person verification, especially if you’re not a resident. However, a few offer digital onboarding options for foreign-owned companies.

Step 6: Register for Taxes and Licenses

Now that your company is incorporated, you need to register with the Inland Revenue Board of Malaysia (LHDN) for income tax. If your annual revenue exceeds RM 500,000, registering for Goods and Services Tax (GST) may also be required in the future.

Depending on the nature of your business, you might also need industry-specific licenses or permits. For example:

• Food & Beverage businesses need approval from local health authorities.

• E-commerce businesses may need to register with the Malaysian Communications and Multimedia Commission.

Understanding your compliance obligations from the start will help you avoid unexpected penalties later on.

Step 7: Maintain Annual Compliance

Once your Sdn. Bhd. company is up and running, don’t forget that you’ll need to meet ongoing annual requirements. These include:

• Filing annual returns and financial statements with the SSM

• Holding an annual general meeting (AGM), unless exempted

• Paying corporate taxes and filing tax returns

Your company secretary usually handles these filings, but it’s still important for you to be aware of the deadlines and requirements to stay compliant.

Why Malaysia Attracts Entrepreneurs

There’s a reason more and more entrepreneurs are interested in company registration in Malaysia. The country offers:

• Competitive corporate tax rates

• Strong banking and legal infrastructure

• Access to ASEAN’s 600+ million population

• English is a widely spoken business language

• Strategic location in the heart of Southeast Asia

Whether you’re planning to set up a regional hub or testing a new market, Malaysia provides a balance of opportunity and accessibility that appeals to global founders.

Final Thoughts

Opening company in Malaysia doesn’t have to be complicated, especially when you break it down into manageable steps. From selecting a business name to understanding tax obligations, each stage plays a crucial role in the success of your venture.

If you’re ready to take the next step and explore how to open company in Malaysia, don’t hesitate to seek guidance from local professionals. Company registration in Malaysia is a well-defined process, and with the right support, you can get your business up and running quickly and efficiently.

Remember, every great business started with a single decision—and this could be yours.

Frequently Asked Questions

1. Can a foreigner own 100% of a Sdn. Bhd. company in Malaysia?
Yes, in most industries, foreigners are allowed to own 100% of the shares in a Sdn. Bhd. company. However, some regulated sectors may have restrictions.

2. How long does it take to register a company in Malaysia?
If all documents are in order, the entire process can be completed within 1 to 3 working days through the MyCoID system.

3. Do I need to be in Malaysia to register a company?
You don’t need to be physically present for the registration process, but you do need a resident director and a local business address. Some banks may require in-person verification to open a corporate account.