Registering a private limited company, Sendirian Berhad (Malay language) Sdn Bhd in Malaysia can allow a foreigner to operate a business in the Southeast Asian country. A Sdn Bhd company is viewed as a separate legal entity meaning it can buy and sell property, get into legal contracts, sue and be sued in a Malaysian court of law. Choosing the right company structures is important. The Sendirian Berhad (Sdn Bhd) company is the preferred choice for many foreign investors looking to do business in Malaysia. The Companies Commission of Malaysia, known as Suruhanjaya Syarikat Malaysia (SSM Malaysia) is responsible for registering Sdn Bhd companies.
Before registering a Sdn Bhd company, a search for the preferred name of the company must be done so as to avoid conflicting with any other company with a similar name. There are over 966,000 companies in Malaysia which means the new name of the business must be unique.
The SSM has an online portal for name searches. This can be done at www.ssm-einfo.my. New visitors have to create a profile so as to do the search. The steps are:
- Go to www.ssm-einfo.my
- Go to the icon ‘Register as e-Account Member’
- Fill in your details on the e-Registration Form and submit
- If the process is successful you will see ‘Please login now’
- Login with your new user name and password
- After logging in click “>> Search“
- Fill in your preferred company name in the “By Name” field
- Wait for the search results
The name search will be completed after 2 working days. The SSM will issue a notice of approval or rejection. When your name is approved, it is reserved for a period of 60 days.
Name Search Rejection
The SSM could reject your preferred name for any of these reasons:
- If the name is similar to that of another company or entity such that it may cause confusion to members of the public.
- If the name belonged to a wound up company which could also cause confusion.
- If the preferred name is prohibited under the Malaysia Companies Act of 1965 or other laws.
- If the proposed name is undesirable and incomprehensible.
The rejection can be appealed by writing to the SSM, however approval is never guaranteed. One of best solution is to seek advice from professional firm, which give you all round advice.
For one who is unfamiliar with the local market place and jurisdictions, Self- registration can be confusing for foreigners and people not used to the Malaysian way of doing things. This brings about the need for company incorporation services. These are professional entities who undertake to form a company in Malaysia on behalf of foreign investors or Malaysian investors who don’t have the time or wherewithal to go through the steps of self-registration.
The government search can take 2 or more working days. The professional licenced company incorporation Malaysia service can do the search in hours. It’s because the assigned Corporate Specialist (CS) in the professional firm take the initiative to compile a database similar to that of the SSM. Unlike the SSM which take longer period of time for approval.
After a quick search, the Corporate Specialist can take you through the steps of registering the Sdn Bhd company when your name is approved. Starting a business in Malaysia require entrepreneurs or business owner to meet some requirements. Some of the other requirements/steps included in registering a Sdn Bhd company where the Company Secretary can assist you are:
1) Preparation of Company Incorporation Documents
These are documents required for submission to the SSM including:
- 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.
2) Filing of Incorporation Documents
Corporate Specialist assist you file incorporation documents, which should be done within 3 months of the name reservation. These documents include
- Form 48A which contains the memorandum and articles of association
- 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
3) 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. There are many corporate banking options, the assigned Corporate Specialist can advise you on the best bank account for business. Corporate banking in Malaysia includes a full range of conventional products and services for entrepreneurs for all industry.
4) Registration for The GST Number
The GST number is obtained from the Royal Malaysian Customs. The Corporate Specialist can assist you in applying for the GST number by filing the GST 1 form showing
- The Business Registration Number
- A valid email address
- An estimate of Total Taxable Supplies
- Industry codes
- Bank account information
5) Registration for Income Tax and PAYE
It’s a law to register Income tax in Malaysia. The assigned Corporate Specialist will also assist you to register as a taxpayer with the Inland Revenue Board of Malaysia (LHDN). This will include preparing the documents required for this process including the Certificate of Incorporation (Form 9) and the Particulars of Shareholders, directors, manager and the company secretary (Form 49).
6) Registration for Employees Provident Fund
When come to employ a local, business owner must provide and register a Employee Provident Fund for particular employee. The Corporate Specialist assist the company register with the Employee Provident Fund (EPF) within 7 days of hiring the first employee. This includes preparing documents required including:
- 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.
7) Registration for Social Security
As an employer in Malaysia, you will be required to register for social security for their employees. The Corporate Specialist will help you register with Social Security Organization (SOCSO- Perkeso).
Other standard services a Corporate Specialist will offer to ease registering a Sdn Bhd company include:
- Registration fee of the minimal RM1, 000 payable to SSM for registration
- Submission of documents to SSM after name search
- Preparing resolutions reached at in the First Board of Directors’ Meeting
- Preparing resolutions to open the company’s bank account