Steps in establishing a Sdn Bhd company
1. Name search and reservation
Every name that is intended for registration must be searched at the companies’ registrar. The search is done via the MyCoID online portal at http://ww1.ssm-mycoid.com.my/omni/omni/portal/mycoid.
This costs MYR 30 per name searched.
2. Preparation of company incorporation documents
The certified company secretary is required to submit incorporation documents to the Companies Commission of Malaysia. This is done in person. The documents required include:
- Memorandum and Articles of Association (“M&A”)
- Form 48A which is a Statutory Declaration by A Person before Appointment as the Director, or by A Promoter before Incorporation of Corporation
- Form 6 which is a Statutory Declaration of Compliance by the Company Secretary
- Form 24 which shows the of Allotment of Shares
- Form 49 which shows Particulars in Register of Directors, Managers and Secretaries and Changes of Particular
- Form 44 which is a Notice of Situation of Registered Office and of Office Hours, and Particulars of Change
This step will cost around MYR 1,000.
3. Filing of incorporation documents with CCM
This is done at the one-stop shop of the SSM. The company secretary will obtain company incorporation certificate as well as pot-incorporation items such as the company seal, statutory books, and the share certificate. 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:
- The memorandum and articles of association and the statutory declaration of compliance. These are in Form 48A which is prepared by a lawyer or the company secretary.
- The particulars of (a) any two shareholders holding a minimum of one share of MYR 1 each, and (b) at least two directors who live in Malaysia.
- The original Form 13A and approval from SSM for the name of the company.
- The address or location of the registered company office.
- Form 6 which is the Declaration of Compliance.
- A copy of identity card of the company secretary and each director.
The SSM will issue Form 9 (certificate of incorporation) when these documents are successfully filed. The registration fee will depend on the amount of authorized nominal share capital. The amounts are set as follows:
- MYR 1,000.00 For registration of companies whose nominal share capital does not exceed MYR 400,000
- MYR 3,000.00 for nominal share capital MYR 400,000 – MYR 500,000
- MYR 5,000.00 for nominal share capital MYR 500,000 – MYR 1 million
- MYR 8,000.00 for nominal share capital MYR 1 million – MYR 5 million
- MYR 10,000.00 for nominal share capital MYR 5 million – MYR 10 million
- MYR 20,000.00 for nominal share capital MYR 10 million – MYR 25 million
- MYR 40,000.00 for nominal share capital MYR 25 million -MYR 50 million
- MYR 50,000.00 for nominal share capital MYR 50 million – MYR 100 million
- MYR 70,000.00 for nominal share capital exceeding MYR 100 million
The registration fee for filing these documents on MyCoID portal is MYR 10.
4. Opening a bank account
Every Sdn Bhd company must have a Goods and Services Tax (GST) number. The company must have a bank account to obtain the GST number.
5. Registration for the GST number for Sdn Bhd company
The GST number is obtained from the Royal Malaysian Customs. As from April 2015 the effective GST rate is 6%. This is charged on:
- Any goods or services made in Malaysia where it becomes a taxable supply made by a taxable entity
- Goods imported into Malaysia. The Royal Malaysia Customs and Excise department and the Director General of Customs oversee the compliance with GST regulations. The GST applies on virtually imports into Malaysia unless they are zero rated. A company has to follow some GST regulations including:
- Showing the computation of the GST on its invoices
- Remitting the difference of the output tax and the input tax to Customs
- Submit GST returns at the time required by law
- Keep all GST related documents for at least 7 years which should be accessible to audit
To apply for the GST number, the Sdn Bhd 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.
6. Register for Income tax and PAYE
This is done at the Inland Revenue Board of Malaysia (LHDN). This 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 Certificate of Incorporation (Form 9) and the Particulars of Shareholders, directors, manager and the company secretary (Form 49) must be attached.
7. Register for Employees Provident Fund
Every Sdn Bhd company in Malaysia must register with the EPF. This should be done 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 Forms 9 and 49
- Bank draft for the first month EPF contribution, if applicable.
8. Register for social security
All employers are required to register for social security. This is done at the Social Security Organization (SOCSO- Perkeso). Registration documents are required and the details of the employees being placed on the scheme. Every employee earning over MYR 30,000 has to indicate whether they have opted out of the employer’s scheme.