Doing Business in Malaysia – What It Takes to Incorporate a Company
Minimum Incorporation Requirements
The private limited company, known in Malaysia as a Sdn Bhd company, is the most preferred legal entity for people looking to establish a company in Malaysia.
To register and incorporate a Sdn Bhd company, there are minimum requirements to be met:
The company must have at least 1 director who is a resident of Malaysia and is of 18 years of age at the minimum. A copy of the ID for a Malaysian director, and a copy of the passport for a foreign director will be needed. The Companies Act 2016 allows a sole individual shareholder who can also be the sole shareholder.
- The director should not have been imprisoned in Malaysia in the last 5 years, and not be bankrupt and imprisoned in Malaysia for the past 5 years
There should be at least 1 shareholder who should be at least 18 years of age
The CA 2016 does not require the company to have appointed a company director at the point of incorporation. However, a company is required to appoint the company secretary within 30 days of incorporation. The company should appoint at least 1 company director who should be a member of a professional member recognized by the SSM.
Malaysia company registration requires that a company has an office in Malaysia with a known address for official correspondence. A business is allowed to register a secretarial office as its official company.
Accounts and Audit Requirements
If you are preparing to incorporate a Sdn Bhd company, you will be required to prepare audited accounts. For a private Sdn Bhd, the new Companies Act does not require that the accounts be submitted during the AGM, but they must be distributed to the shareholders. The company must appoint an auditor approved for practice in Malaysia to audit the accounts. The annual returns and audited accounts must be presented to the SSM.
Company Registration Procedures
Step1 – Doing the Name Search
This is the first step if you want to establish a company in Malaysia. The suggested names should be submitted for a search in the SSM database. The SSM will approve the name for use if it does not closely match over a million other names in the database. You can submit more than one name for search but you will have to pay per name submitted.
Step 2- Opening an online SSM Account Registration
The SSM has an online portal where potential investors can do self-registration.
- Go to ssm-einfo.my
- Go to “Register as e-Account Member!”
- Fill the “e-Registration Form” and submit
- If it is correct you will see “Please login now”
- Input your user name and password
- After logging in click on the icon “>> Search”
- Input your desired name in “By Name” field
- Results will appear. Repeat if necessary
Step 3 – Apply for a Business Name
After the name search is approved, you can apply to the SSM to reserve it for 3 months. It will be protected from use by any other entity during this period. However, the documents of incorporation must be submitted within 3 months of approval.
Frequently Asked Questions
Frequently asked questions on business name search and registration include:
- How fast will the SSM search for a suggested name?
The typical duration for rejection or approval is 1-2 working days.
- Why was my suggested business name not approved?
The SSM will turn down a suggested business name for the following reasons:
- The proposed company’s name is similar to an existing company such that the closeness can be confusing to the public.
- The proposed business’s name is banned by the Companies Act 2016.
- The proposed firm’s name is incomprehensible for use as company name, for example, Eeren Najsm Mosassa
- What if I strongly need the declined name for company incorporation?
The SSM allows appeals for declined names in writing showing the compelling reasons why the SSM should consider your appeal. The SSM has the discretion to make the final decision.
After approval and reservation of the business name, the company secretary will make an application to the company’s registrar with the necessary incorporation documents including the company’s constitution or memorandum and articles of association, the profile of the directors and shareholders along with the necessary statutory declarations. The company registrar issues the certificate of incorporation in 1-2 days.
Why invest in Malaysia?
Starting a business in Malaysia is a very good investment move for some reasons:
- Ease of starting a incorporating a company. It takes less than 15 working days to set up an incorporated company.
- The strategic location of Malaysia. The country is in close proximity to all the ASEAN economic region which has over 600 million people and a combined GDP of $2 trillion
- Friendly corporate tax rate. Malaysia’s corporate tax rate is at 25%, lower than Japan, Australia, and Brazil
- Business friendly– Malaysia is the 18th most friendly place in the world for business.