A Private Limited Company (Sdn. Bhd.) in Malaysia must have at least one (1) director, who must meet the following conditions:
The appointed director is responsible for overseeing the company’s operations, ensuring compliance with legal requirements, and maintaining proper financial records.
To register a Private Limited Company (Sdn. Bhd.) in Malaysia, you will need the following information:
The incorporation process involves several steps:
Typically, the incorporation process takes about 1 to 3 working days, provided all required documents are complete and there are no issues with the name reservation.
Yes, foreigners can incorporate a Private Limited Company (Sdn. Bhd.) in Malaysia without Malaysian involvement, depending on the business sector. Certain industries may have restrictions or local ownership requirements, but generally, 100% foreign ownership is allowed in most sectors.
Yes, foreigners can hold 100% of the shares in a Private Limited Company (Sdn. Bhd.) in Malaysia, except in certain restricted industries that require local participation.
The yearly maintenance costs for an Sdn. Bhd. typically include:
The total cost varies based on the complexity of the business and service providers chosen.
Yes, a Private Limited Company (Sdn. Bhd.) in Malaysia can have its shares held by another company, including local or foreign holding companies.
A Private Limited Company (Sdn. Bhd.) must prepare its audit report annually, within six months from the end of its financial year. This report is then presented during the Annual General Meeting (AGM) and filed with SSM.
The company is required to submit its annual return to the Companies Commission of Malaysia (SSM) within 30 days from the anniversary of its incorporation date.
A Private Limited Company (Sdn. Bhd.) can be terminated through two main methods:
Yes, it is possible to set up an Sdn. Bhd. on your own if you are familiar with the requirements and processes. However, many people choose to engage a professional service provider to handle the registration and documentation for accuracy and compliance.
Typically, entrepreneurs and business owners who want to limit their personal liability and separate their business from personal assets should consider setting up an Sdn. Bhd. It is ideal for those looking for credibility, access to business grants, and greater business opportunities.
Legal Entity: An Sdn. Bhd. is a separate legal entity from its owners, while sole proprietorships and partnerships are not.
Liability: Shareholders of an Sdn. Bhd. have limited liability, whereas sole proprietors and partners have unlimited liability.
Compliance Requirements: An Sdn. Bhd. requires annual audits, tax filings, and compliance with company laws. Sole proprietorships and partnerships have simpler compliance requirements.
Ownership and Continuity: An Sdn. Bhd. continues to exist even if ownership changes, while sole proprietorships and partnerships may dissolve if an owner leaves or passes away.
To register a Sole Proprietorship, you must be a Malaysian citizen or Permanent Resident aged 18 years and above. The business must also be registered with the Companies Commission of Malaysia (SSM) under the Registration of Businesses Act 1956.
You will need to provide:
Business name and nature of business
Business address
Owner's personal details (IC number, contact information)
Copy of Identification Card (IC)
Completed Business Registration Form (Form A)
The registration process for a Sole Proprietorship is quick and straightforward, typically completed within one working day upon submission of the required documents to SSM.
No, only Malaysian citizens or Permanent Residents are allowed to register a Sole Proprietorship. Foreigners are not permitted to operate this type of business structure in Malaysia.
The yearly maintenance cost includes the renewal fee with SSM, which is RM30 for personal name registration and RM60 for trade name registration, along with any costs for accounting, licensing, and tax filing.
A Sole Proprietorship is owned by a single person and has unlimited liability, meaning the owner's personal assets are at risk. In contrast, a Partnership is owned by two or more individuals, while a Private Limited Company (Sdn. Bhd.) is a separate legal entity with limited liability for its shareholders.
Yes, you can upgrade to a Partnership by registering the new partnership structure with SSM. This requires additional documentation and the agreement of all partners involved.
To terminate the business, you need to:
Submit a Notice of Termination (Form C) to SSM
Settle any outstanding taxes and liabilities
Clear any existing business licenses or permits
Yes, you can set up and register a Sole Proprietorship independently through the SSM e-Lodgement portal or by visiting any SSM branch office. The process is straightforward and does not require an agent.
To form a Partnership, you need:
At least two partners and not more than twenty
All partners must be Malaysian citizens or Permanent Residents
The business must be registered with SSM
A completed Business Registration Form (Form A)
The following information is needed:
Proposed business name and nature of business
Business address and contact details
Personal information of all partners (IC number, addresses)
A signed partnership agreement (optional but recommended)
Copy of Identification Cards (IC) of all partners
The registration process is typically completed within one working day upon submission of all required documents to SSM.
No, only Malaysian citizens or Permanent Residents are permitted to register a Partnership. Foreigners cannot form a Partnership unless it is under a Limited Liability Partnership (LLP) structure.
The maintenance costs include the annual renewal fee of RM60 for trade names and RM30 for personal names, along with any costs for accounting, licensing, and tax filing.
A Partnership involves two or more owners sharing responsibility, while a Sole Proprietorship is managed by one person.
Both have unlimited liability, whereas a Private Limited Company (Sdn. Bhd.) is a separate legal entity with limited liability for its shareholders.
A Partnership Agreement is usually recommended to outline each partner’s roles and profit-sharing.
No, a Partnership cannot be converted into a Sole Proprietorship. If one partner leaves and only one remains, the business must be re-registered as a Sole Proprietorship with SSM.
To close or dissolve a Partnership:
Submit the Notice of Termination (Form C) to SSM
Settle any outstanding debts and liabilities
Notify all relevant parties, including banks and clients
No, a Partnership requires at least two partners to be legally registered. You can, however, handle the registration process independently at SSM or through the e-Lodgement portal.
Any Malaysian citizen or Permanent Resident above the age of 18 years is eligible to set up a Partnership, provided there is at least one more partner to form the business.
To form an LLP, you need:
The following details are necessary:
Proposed LLP name and business nature
Registered business address
Personal details of all partners and the Compliance Officer
Identification documents (IC or passport for individuals, corporate documents for entities)
A completed Registration Form (LLP Form 1)
The registration process is usually completed within 1 to 3 working days once all required documents are submitted to SSM.
No, a Compliance Officer who is a Malaysian citizen or Permanent Resident must be appointed. However, foreign individuals or entities can still be partners within the LLP structure.
The maintenance cost includes the annual declaration fee of RM200 to SSM, along with costs for accounting, tax filing, and regulatory compliance.
LLP provides limited liability protection to its partners, while Sole Proprietorship and Partnerships do not.
LLP is a separate legal entity and can own property, enter contracts, and sue or be sued.
Partners in an LLP are not personally liable for business debts, unlike in Sole Proprietorship or Partnership.
Yes, an LLP can have corporate entities as partners, including holding companies.
An LLP must submit its Annual Declaration (Form LLP8) to SSM every 12 months from its registration date.
No, an LLP requires a minimum of two partners to be legally formed. However, you can manage the registration process independently at SSM.
Any Malaysian citizen, Permanent Resident, or corporate body can be a partner. At least one Compliance Officer who is a resident of Malaysia must be appointed.
LLP has less stringent compliance and is more flexible, while Sdn. Bhd. is regulated under the Companies Act 2016.
An LLP does not require annual auditing, while Sdn. Bhd. is subject to statutory audit requirements.
LLP partners have limited liability, similar to shareholders of an Sdn. Bhd., but without the need for complex corporate governance.
The Compliance Officer is responsible for:
Ensuring compliance with the LLP Act 2012
Filing annual declarations and other statutory documents
Maintaining proper records of the LLP
No, only one Compliance Officer is required for each LLP. However, partners can be assigned additional responsibilities to assist.
Yes, an LLP can have two or more partners, with no maximum limit on the number of partners.
Yes, an LLP is a separate legal entity, allowing it to own assets and properties under its own name.
No, LLPs are generally exempted from statutory audits. However, proper financial records must still be maintained for tax and regulatory purposes.
