Private Limited Company in Malaysia (Sdn Bhd)
Complete Service Solution for Sdn. Bhd. Company Setup
We manage your entire company registration with the SSM (Companies Commission), from providing a resident director to opening your corporate bank account. Our expert team ensures a compliant and efficient launch for foreign and local investors.
What is a Private Limited Company in Malaysia?
A Private limited company, locally known as Sendirian Berhad (Sdn. Bhd.) is the most common and trusted legal entity for both local and foreign business owners in Malaysia.
It is governed by the Companies Act 2016 and is a separate legal entity distinct from its owners (shareholders) and management (directors). Which means your personal assets are protected from business debts and liability is limited to the amount you’ve invested in your shares.
It is the standard, official structure for most businesses, from high-growth startups to established foreign subsidiaries. It gives your business credibility with clients, banks, and the government, and it is required for you to hire employees (both local and expatriate) and apply for most business licenses (like a WRT license).
Why Choose the Sdn Bhd Structure?
An Sdn Bhd in Malaysia can offer personal asset protection, tax efficiency, continuity, easier access to funding, and operational advantages for both local and foreign talent recruitment—all within a business-friendly legal framework conducive to growth and investment.
Limited Liability Protection
Your personal assets are legally separate from the company’s debts and obligations. Shareholders are only liable up to the value of their contributed shares.
Enhanced Credibility
Operating as an Sdn Bhd projects a more professional and trustworthy image to partners, banks, and potential investors compared to a sole proprietorship.
Business Continuity
The company’s existence is perpetual. Changes in ownership, or the passing of a director/shareholder, do not affect the company’s legal continuation.
Favorable Corporate Tax
Sdn Bhd companies, especially SMEs, can benefit from lower corporate tax rates on initial chargeable income compared to high-tier personal income tax rates.
Key Requirements for a Malaysian Sdn. Bhd. (Private Limited Company)
The Companies Act 2016 has significantly streamlined the incorporation process. Here is the minimum criteria you must meet to successfully register your Sdn Bhd with the Suruhanjaya Syarikat Malaysia (SSM).
1. Business Name Registration
- Must be unique, not identical or misleadingly similar to existing company names in Malaysia.
- Can be in Malay, English, or a combination
- Must follow proper grammar rules and must not be offensive or blasphemous.
2. One Shareholder & One Director
- Shareholders can be both individual or corporate
- Director must ordinarily reside in Malaysia (principal place of residence).
- Must be at least 18 years old.
- Cannot be bankrupt or convicted of prescribed offenses.
3. Capital Requirements
- The minimum capital for an Sdn Bhd is MYR 1 (USD 0.21) for local ownership
- A foreign-owned company will have higher capital requirements starting from MYR 500,000 (~USD 117,744)
- Some sectors like import/export, wholesale, and retail can have MYR 1 million (~USD 235,156)
- Manufacturing companies with foreign ownership, the minimum paid-up capital is often MYR 2.5 million (~USD 592,557)
4. Company Secretary
- The first company secretary must be appointed by the board of directors within 30 days of incorporation.
- Must be a Malaysian citizen or permanent resident.
- Must be a member or professional body or licensed by SSM
- No criminal records or declared as bankrupt.
- Emerhub provides foreign companies with a company secretary
5. Commercial Address
- An Sdn Bhd company must have a registered business address in Malaysia.
- Any changes to the registered office address must be promptly notified to the Company Secretary, who will update the details with SSM.
- It can be the company’s actual place of business or a virtual office address.
- Emerhub provides virtual addresses for companies that don’t need office space.
Process of Sdn Bhd Incorporation
The Companies Act 2016 also outlines the process of setting up a company in Malaysia. Here’s how we can help you get started:
1. Pre-incorporation
Name Search & Reservation (SSM MyCoID)
We submit your proposed company name(s) through the SSM MyCoID portal. This process confirms availability and reserves the name for a period (typically 30 days) to allow for documentation preparation. A non-refundable RM50 fee applies per name search.
2. Registration Submission
Superform Filing & Compliance Declaration
We compile all necessary director/shareholder information (IDs/Passports, residential addresses), describe the business nature (MSIC codes), and complete the Superform (Section 14) submission. This includes the statutory Declaration of Compliance (Section 201). The standard SSM fee is RM1,000 for a company limited by shares.
3. Post-incorporation Essentials
Statutory Appointments & Bank Account
- Company Secretary: Mandatory appointment within 30 days of receiving the Notice of Registration.
- Corporate Bank Account: Essential for business operations. This step can often be challenging for foreign directors without local support.
- Initial Registers: Preparation of the Statutory Register and Minutes of the First Board Meeting.
4. Business Readiness
Tax Registration & Licensing
- Tax Authority (LHDN): Corporate income tax registration.
- Business Licenses: Depending on your industry (e.g., WRT license for foreign-owned retail), local authority permits must be obtained.
- HR Compliance: Registration with EPF, SOCSO, and EIS if you hire local employees.
Establish a Private Limited Company
Build your Business in Malaysia with Emerhub
Here’s How We Can Kickstart Your Company
With our end-to-end incorporation services, our local experts will handle all the steps from reserving a business name to securing a Certificate of Incorporation. We can help you with post-incorporation requirements such as opening a bank account as well as tax filing and applying for licenses.
1. Initial consultation
Tell us about your planned activities in Malaysia for your Offshore company and 3 of your preferred business name options
2. Provide required documents
Based on the information you have provided, Emerhub will reserve the business name and advise you on all the required documents and minimum paid-up capital for company registration.
3. Business Registration
Once provided, we will start the company registration process with the Labuan authorities and submit all the required documents.
4. Obtain Business Licenses and Bank Account
Once the Sdn Bhd is registered with the SSM, we will acquire the necessary licenses for your business and help you open your corporate bank account.
Choose Your Plan to Start the Incorporation Process Online
Incorporation
Register a Private Limited (Sbd.) company with certified corporate secretary.
US$ 1100
Incorporation package includes:
- Incorporation of Private Limited Company
- Certified Corporate Secretary (12 months)
- Use your own commercial address or purchase one from Emerhub
Incorporation + Basic compliance
Incorporation together with virtual address and Annual Report Filing.
US$ 2350
Incorporation with basic compliance:
- Private Limited Company incorporation
- Certified Corporate Secretary (12 months)
- Virtual address by Emerhub (12 months)
- Annual Report Filing
Incorporation + Local Director
Everything you need to get your company in Malaysia up and running.
US$ 5050
Private Limited Company incorporation plus:
- Local Director (12 months)
- Certified Corporate Secretary (12 months)
- Annual Report Filing
- Virtual address by Emerhub (12 months)
FAQs About Starting an Sdn Bhd in Malaysia
For most business activities (especially in the service, tech, and manufacturing sectors), 100% foreign ownership is permitted. Some regulated sectors like trading or retail require specific licenses (like WRT) or have different equity rules. We will advise you on your specific industry requirements.
Legally, yes, the minimum paid-up capital required by the SSM is just RM1 for local companies. For foreign investors, the minimum capital is MYR 500,000 (~USD 117,744). Some sectors may impose higher paid-up capital requirements like MYR 1 million (~USD 235,156) for import/export, wholesale, and retail or MYR 2.5 million (~USD 592,557) for manufacturing.
The Companies Act of 2016 mandates that every Malaysian ‘Sdn. Bhd.’ must have at least one director who is a “resident” (a Malaysian citizen, a Permanent Resident, or a foreigner holding a valid Employment Pass).
If you are not residing in Malaysia with a valid permit, our Nominee Director service is the most secure and common solution to meet this requirement.
A Sdn Bhd must maintain ongoing compliance, primarily handled by the Company Secretary. Key requirements include:
- Filing of Annual Return (to SSM)
- Filing of Audited Financial Statements (or claiming audit exemption for small private companies),
- Annual Tax Filing (to LHDN, the tax authority)
Once all documents are prepared and signed, the SSM registration itself is fast and usually takes 3-7 working days. The longest parts of the overall process are preparing documents and opening the bank account, which we manage for you.
Schedule a call with an Emerhub consultant in Malaysia
Tell us about your plans. We’ll reach out to discuss your needs and how we can help you setup your business in Malaysia.
Email Us
malaysia@emerhub.com
Call Us
+60 19 228 4420
Visit Us
C-18-6, KL Trillion, Kampung Datuk Keramat,
50400 Kuala Lumpur, Malaysia