Starting a business as a private limited company in Malaysia, known as Sdn Bhd, is a significant step towards establishing a credible and legally compliant business entity. In this comprehensive guide, we'll walk you through the step-by-step guide on registering a Sdn Bhd company in Malaysia, ensuring a smooth and hassle-free experience. Whether you're a local entrepreneur or a foreign investor, understanding the intricacies of Sdn Bhd registration is crucial for business success. For more information, refer to 6 Key Things Businesses Must Know About Company Registration in Malaysia.Â
Understanding Sdn Bhd Company
Before registering, it's essential to grasp the fundamentals of an Sdn Bhd company. Sdn Bhd, short for Sendirian Berhad, is a private limited company structure commonly chosen by businesses in Malaysia. This structure offers benefits such as limited liability protection and separate legal entity status while also imposing certain limitations and compliance requirements.
1. Preparing for Registration
MyCoID is the first step in registering a Sendirian Berhad company in Malaysia. You should begin by conducting a company name search and reservation through the Companies Commission of Malaysia (SSM).
According to the Suruhanjaya Syarikat Malaysia (SSM) Guidelines for Incorporation of a Local Company, choose a unique and appropriate name that reflects your business activities. The proposed name for your company is vital. Next, the business activities and shareholding structure must be determined, and the number of shareholders, directors, and a qualified company secretary must be identified.
2. Meeting Requirements and Eligibility
Specific eligibility criteria must be met for Sdn Bhd's company registration. Directors and shareholders must fulfil specific requirements, including being at least 18 years old and above to qualify under the Companies Act 2016. Additionally, a minimum paid-up capital is required, typically RM1.00. If necessary, explore options for nominee directors and the number of shareholders to meet eligibility requirements. For more information, refer to the Suruhanjaya Syarikat Malaysia (SSM) Guide to Company Directors on Principle Duties Imposed under the Companies Act 2016.
3. Preparing Necessary Documentation
Gather the necessary documents for Sdn Bhd company registration, including identification documents for directors and shareholders, proof of registered office address, and consent and declaration forms from all parties involved. Draft the company's memorandum and articles of association, outlining the company constitution and internal regulations. To initiate the incorporation process for an Sdn Bhd company, you must complete a form known as the SSM Superform. This document is the official application and requires you to provide essential details about your proposed company.
4. Submission and Application Process
a. Once all documentation is prepared, submit the registration application to the online SSM website through MyCoID.
b. Visit the sign-up page of MyCoID for online application for business incorporation.
c. Fill out the user registration form in Suruhanjaya Syarikat Malaysia (SSM) with your details.
d. Once you are done signing up, you will receive the notification email sent by Suruhanjaya Syarikat Malaysia (SSM) - MyCoID
e. You can visit the nearest SSM branch locations within 14 days of receiving the email to verify your identity and activate your user account. Bring your MyCard / MyPR / Passport and a copy of the notification email. Typically, approval is granted within one to two working days. Once approved, you can access MyCoID using your user credentials to complete your company incorporation.
f. Choose 'Direct Incorporation' to proceed to the company name search page, where you can verify the availability of your proposed company name or check if it is available or already used by another company.
g. You may proceed to pay the Sdn Bhd incorporation fee.
h. After approval, Suruhanjaya Syarikat Malaysia (SSM) will send you an email titled 'Notice of Registration,' which will prove your incorporation. This email will contain a document known as the Notice of Registration or Section 15.
5. Post-Registration Obligations
Following successful company registration, fulfil post-registration obligations to ensure legal compliance and operational readiness. Obtain necessary licences and permits for business activities, open a corporate bank account, and deposit the minimum paid-up capital. Register for taxes with the Inland Revenue Board of Malaysia (IRBM) and obtain tax identification numbers for the company and its employees. For more information, refer to the company's tax file registration.
6. Compliance and Annual Requirements
Maintain ongoing compliance with statutory requirements to avoid penalties and legal issues. Fulfil annual filing obligations with the SSM, including submitting annual returns and financial statements. Keep accurate statutory registers and records, documenting company resolutions, share transfers, and company secretary and director appointments.
Conclusion
Learning how to register a Sdn Bhd company in Malaysia is a significant milestone for entrepreneurs and investors. By following this step-by-step guide and seeking professional advice when needed, you can confidently navigate the registration process and incorporate Sdn Bhd on the path to business success. Remember to stay informed about regulatory changes and compliance requirements to ensure the continued operation and growth of your Sdn Bhd company in Malaysia.
