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Incorporation of a SDN BHD Company

There are many foreigners wondering how to open a company in Malaysia. This is because Malaysia has become a top investments hub in South Asia. The World Bank in 2016 ranked Malaysia at 18th for the ease of doing business. The steps in opening a company are also pretty straightforward making it easy for foreigners and residents alike to open companies. The private company is called a Sendirian Berhad (Sdn. Bhd.). The Companies Commission of Malaysia (SSM) registers these kinds of companies.

Company Incorporation Services

While an investor can do self-registration, it is advisable to use company incorporation services. This is because the registration must be handled by a certified company secretary. By using a companies incorporation service you can negotiate through the bureaucratic steps easier and register your Sdn Bhd company in a shorter time.

Registration Requirements

The Sdn Bhd company is limited by shares meaning that the investor and the company are two separate legal entities. The requirements needed for the registration of a Sdn Bhd company are:

  • Minimum paid-up capital of RM1
  • Minimum of one (1) shareholder to the share(s) of the company
  • At least one (1) director who is at least 18 years of age and lives in Malaysia. He/she should not be bankrupt and should not have been convicted and imprisoned in the past 5 years. A company incorporation service can provide Local Resident Nominee Director Service if required.
  • At least one (1) Company Secretary. The person should a member of any one of the prescribed professional bodies recognized by the SSM. A company incorporation service can also provide this service.
  • The company must have a registered office in Malaysia to which official correspondence and notices may be addressed. Malaysian law allows the use of a secretarial office as the registered office. A company incorporation service can provide this service too.

There are also other types of company incorporation to consider.

Sdn Bhd Registration Steps

The company incorporation service follows these steps when registering a Sdn Bhd company.

 

  1. Name search and reservation

The name search is done online via the MyCoID online portal at http://ww1.ssm-mycoid.com.my/omni/omni/portal/mycoid.

  1. Preparation of company incorporation documents

Documents required for submission to the SSM include:

-Memorandum and Articles of Association (M&A)

– Form 48A showing a Statutory Declaration by A Person before Appointment as Director, or by A Promoter before Incorporation of  the company

-Form 6 showing the Statutory Declaration of Compliance

-Form 24 showing the of Allotment of Shares

-Form 49 showing Particulars in Register of Directors, Managers and Secretaries and any changes of Particulars

-Form 44 giving Notice and location of Registered Office and of Office Hours, and Particulars of Change

  1. Filing of incorporation documents

The payment for registration and the filing of incorporation documents should be done within 3 months of the name reservation. The documents required in addition to the incorporation documents include:

– Form 48A which contains the memorandum and articles of association and the statutory declaration of compliance

– The particulars of (a) any two shareholders holding a minimum of one share of MYR 1 each, and (b) particulars of at least two directors who live in Malaysia

– The Original Form 13A and notice of approval of the name from SSM

– The address or location of the registered company office

–  Declaration of Compliance (Form 6)

– A copy of identity card of the company secretary and each director

The registration fee will depend on the amount of authorized nominal share capital. The amounts range from MYR 1,000- 70,000. The company secretary will obtain company incorporation certificate (Form 9) and other post-incorporation items such as the company seal, statutory books, and the share certificate. To more know about timeline of incorporation for Sdn Bhd company.

  1. Opening a bank account

All Sdn Bhd companies are required by law to have a Goods and Services Tax (GST) number. The GST number can only be obtained by a company with a bank account

  1. Registration for the GST number

The GST number is obtained from the Royal Malaysian Customs. The GST is charged on:

  1. Any goods and services produced and sold in Malaysia except zero rated items
  2. All goods imported into Malaysia except zero rated items. The Royal Malaysia Customs and Excise department and the Director General of Customs oversee the compliance with GST regulations

To apply for the GST number, the company must submit the GST-01 form showing the following details:

-The Business Registration Number

– A valid email address

–  An estimate of Total Taxable Supplies

– Industry codes

– Bank account information

A company that has a GST number must comply with the set regulations on GST compliance. This includes:

  • Indicating the computation of the GST on all invoices
  • Remitting the difference of the output tax and the input tax to Customs
  • Submitting GST returns promptly at the time required by law
  • Keeping all GST related documents for at least 7 years and making them accessible for audit when necessary
  1. Registration for Income tax and PAYE

The Inland Revenue Board of Malaysia (LHDN) registers all taxpayers. Registration can be done online using the MyCoID portal number on LHDN portal e-daftar.hasil.gov.my or it can be done in person. The documents required for this are the Certificate of Incorporation (Form 9) and the Particulars of Shareholders, directors, manager and the company secretary (Form 49) must be attached.

  1. Registration for Employees Provident Fund

Every employer in Malaysia must register with the EPF within 7 days of hiring the first employee. The documents required for registration include:

  • Application Form KWSP 1
  • A certified copy of identity card or passport of one  director or authorized person
  • A certified copy of Form 9 and Form 49
  • A cheque or bank draft for contribution of the first month’s EPF where applicable.
  1. Registration for social security

All employers in Malaysia are required to register for social security for their employees. This is done at the Social Security Organization (SOCSO- Perkeso). The certificate of incorporation documents is required and the details of the employees being placed on the scheme. All employees earning over MYR 30,000 must indicate whether they have opted out of the employer’s scheme.

It is also good to have a professional company secretary to assist you on your Sdn Bhd company incorporation, which provide you guide about company incorporation in Malaysia. Affiliated with the leading professional organizations, our corporate secretarial services are in accordance with the Good Governance Guides 2.1 of the Chartered Secretaries of Malaysia. This ensures quick registration and efficient corporate governance for your business. General guide on Company incorporation in Malaysia

Call: +603 2181 8105

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