The legal structure of Sendirian Berhad (Sdn Bhd) offers significant advantages over others, such as limited partnership or sole proprietorship. Maximum protection for the funds invested and personnel assets is just one of these advantages that make incorporating a private limited company a popular choice for many business startups. When you register a Sendirian Berhad, Sdn Bhd will appear together with your company’s name.
Register Sdn Bhd
What Are the Requirements to Register Sdn Bhd in Malaysia?
To open company in Malaysia that is a Sdn Bhd (private company limited by shares), the following are required to be met or provided:
- The proposed company name
- The business activities of the new company (up to 3 should be listed)
- Photocopy of the passport (foreigner) or identity card (Malaysian) for all directors and shareholders
- The residential address of all directors and shareholders
- Information about the paid-up capital of the company
- The share structure of the new company
- At least one resident Director (who can also be the sole Shareholder)
- At least one resident Company Secretary (to be appointed no later than 30 days after incorporation)
Who can be your Company Secretary?
Section 139 of the Companies Act, 1965 mandates that limited companies (Sdn Bhd or Bhd) must have at least one Company Secretary to handle and conduct all legal and procedural matters as required by all applicable business laws.
To qualify for Company Secretary, the person must fulfill the following:
- 18 years of age and above
- Principal or only place of residence is in Malaysia
- Be a member of a professional body approved by the Ministry, or a licensed secretary granted by the SSM
Who can be your Company Director?
The Companies Act defines “director” as “any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directors or instructions the majority of directors of a corporation are accustomed to act and an alternate or substitute director.” The new definition only requires the directions or instructions to be followed by majority of directors, instead of the entire board of directors.
Any person who wants to be a company director must fulfill the following conditions:
- 18 years of age or above
- Not an undischarged bankrupt
- Not been convicted whether within or without Malaysia of any offence
- Not been imprisoned for any offence within the period of five years preceding the date of proposed appointment
Can a foreign national register Sdn Bhd to open company in Malaysia?
With the exception of the Oil and gas, Banking and finance, Education, Agriculture and Tourism sectors, foreign investors are welcome to open company in Malaysia. The company registration has been streamlined and many restrictions eased in recent years to encourage more local and international business ventures.
For advisory and consultancy businesses, a minimum paid-up capital of RM500,000 is required. For import, export, restaurant, or trading businesses, minimum paid-up capital of RM1,000,000 is required. The general requirements for incorporating a Sdn Bhd are the same as those described above.
For foreign investors who are unable to provide for a resident Director, Nominee Director service is generally available from incorporation agents.