Registering a Sendirian Berhad (Sdn Bhd) company in Malaysia is an efficient way to start a business in this growing market. Sdn Bhd, a private limited company, is the preferred company type for many entrepreneurs due to its limited liability benefits and flexible ownership structure. If you plan for Sdn Bhd registration Malaysia, this guide will help you understand the process, requirements, and costs involved.
What is a Sendirian Berhad (Sdn Bhd) Company?
A Sendirian Berhad, a private limited company in Malaysia, offers limited liability protection to its shareholders. This means that if the company incurs losses or liabilities, it shields their personal assets. An Sdn Bhd company stands apart from its owners and operates as a separate legal entity. It can enter into contracts, sue or be sued, and own assets in its own name.
Key Features of an Sdn Bhd Company
- Limited Liability: Shareholders are only liable up to the amount of their shares in the company.
- Perpetual Succession: The company can continue operating even if shareholders or directors change, ensuring stability.
- Legal Capacity: A Sendirian Berhad company can enter into contracts, own property, and conduct business activities.
- Corporate Veil Protection: Personal assets of shareholders and directors are protected from the company’s liabilities.
Differences Between Berhad (Bhd) and Sendirian Berhad (Sdn Bhd)
While both are company types in Malaysia, Berhad (Bhd) companies are public, while Sdn Bhd companies are private. Key differences include:
- Public vs. Private: Berhad companies are listed on stock exchanges, whereas Sdn Bhd companies are privately held.
- Shareholders: Berhad companies can have an unlimited number of shareholders, while Sdn Bhd companies are limited to 50.
- Financial Transparency: Berhad companies must publicly disclose their financial information, while Sdn Bhd companies are not required to do so.
- Reporting Standards: Berhad companies adhere to stricter financial reporting standards than Sdn Bhd companies.
Steps to Register an Sdn Bhd Company in Malaysia
Registering an Sdn Bhd company involves a systematic process through the Companies Commission of Malaysia (SSM). Below are the essential steps:
Step 1: Register an Account on MyCoID Portal
Begin by creating an account on the MyCoID portal. This platform allows you to manage the incorporation process online.
Step 2: Validate the Account at the SSM Counter
After registering a company, you will receive an email for validation at the nearest SSM counter. Once validated, your account is ready for use.
Step 3: Log in and Start the Registration Process
After logging in to MyCoID, you can begin the process of registering your Sdn Bhd company. The first step is to select the Direct Incorporation Application.
Step 4: Perform a Name Search
You will need to propose three potential names for your company. If the name is already taken or too similar to an existing company name, you will need to choose another.
Step 5: Fill the Super Form
If your chosen name includes controlled terms, state names, or trademarks, you must complete the Super Form. Additionally, you may be required to submit an authorization letter.
Step 6: Select the Business Code
Next, you will provide your company’s business address and select a business code that best represents the nature of your business activities.
Step 7: Add Directors and Shareholders
At this stage, you will need to add information about the company’s directors and shareholders. You must have at least one director who is a resident of Malaysia.
Step 8: Review and Submit the Application
Review all the details carefully before submitting your application. Once submitted, you will be directed to the transaction page.
Step 9: Pay the Registration Fee
A registration fee of RM1,000 must be paid to complete the process. After payment, you will receive a transaction receipt.
Step 10: Receive Notice of Registration
Upon successful company registration in Malaysia, you will receive a Notice of Registration via email, which serves as proof of incorporation. You can also obtain a physical Certificate of Incorporation for an additional fee.
Requirements to Register an Sdn Bhd Company in Malaysia
To register an Sdn Bhd company, you must meet the following requirements:
- Company Name: Select a unique name for your company that is not already in use.
- Business Activity: Define the nature of your business.
- Registered Office: Provide a local registered office in Malaysia.
- Directors and Shareholders: You must have at least one director and one shareholder, both of whom can be the same person.
- Company Secretary: You are required to appoint a licensed company secretary within 30 days of incorporation.
- Paid-Up Capital: The minimum paid-up capital is RM2.
- Identification Documents: Submit copies of identification cards or passports of the directors and shareholders.
Eligibility Criteria for Directors and Shareholders
- Residency: At least one director must reside in Malaysia.
- Age: Directors and shareholders must be at least 18 years old.
- Legal Status: They must not have been convicted of any offenses within the past five years and must not be bankrupt.
Timeframe for Registering an Sdn Bhd Company
The typical timeframe to register an Sdn Bhd company is 1-2 weeks. Here’s an overview:
- Account Activation and Name Search: 1 working day
- Preparation of Documents: 2-3 working days
- Signing of Documents: 1 working day
- Submission of Documents to SSM: 3-5 working days
- Issuance of Certificate: 1 working day
Delays may occur if additional verification is required by SSM.
Costs Involved in Registering an Sdn Bhd Company
Two main costs are involved in registering a company:
- Registration Fee: RM1,000 for company registration.
- Company Secretary Fee: This can vary but usually involves a monthly or yearly fee for secretarial services.
The Role of a Company Secretary
After registration, you must appoint a company secretary within 30 days. The secretary is responsible for ensuring compliance with the Companies Act 2016, including:
- Maintaining company records
- Ensuring regulatory compliance
- Managing corporate governance and ethical standards
Conclusion
Registering a Sendirian Berhad (Sdn Bhd) company in Malaysia is a structured and straightforward process. By following the outlined steps and ensuring compliance with local regulations, you can efficiently set up your business and enjoy the benefits of operating in a dynamic and growing economy. From its limited liability structure to its flexible ownership requirements, an Sdn Bhd company is an ideal option for both local and foreign entrepreneurs.
