Malaysia: Understand the Requirements and Procedure of Incorporation

  • Sig Tax & AccountingFeb 26, 2025

With Malaysia’s increasing attractiveness for investment, many entrepreneurs and investors view it as a strategic market for business expansion, market penetration, and long-term growth. However, the company registration process involves multiple legal and administrative requirements. This article provides a detailed guide to efficiently registering a company in Malaysia.

 

Types of Companies in Malaysia

Before setting up a company in Malaysia, selecting the appropriate company type is crucial. The four main types are:

 

  1. Private Limited Company (Sdn Bhd)

Characteristics:

      • The most common company type with a separate legal entity
      • Requires a minimum of one and a maximum of 50 shareholders
      • Simple management structure and operational flexibility

Suitable for: Small and medium-sized enterprises (SMEs) that do not require public fundraising.

  1. Public Limited Company (Berhad)

Characteristics:

      • Can raise funds publicly and issue shares
      • Requires a minimum of two shareholders, with no upper limit

Suitable for: Companies planning to go public or seeking large-scale financing.

  1. Branch Office

Characteristics:

      • An extension of a foreign parent company
      • Must be wholly owned by the foreign entity

Suitable for: Well-established foreign companies looking for quick market entry in Malaysia.

  1. Representative Office

Characteristics:

      • Not an independent entity and prohibited from direct profit-generating activities
      • Mainly used for market research, brand promotion, and customer relations

Suitable for: Companies that want a low-cost way to explore the Malaysian market.

 

 

Key Points for Registering a Private Limited Company (Sdn Bhd)

  1. Company Name

The name can be in English or Malay and must end with “SDN. BHD.” as per Malaysian company naming standards.

  1. Directors

At least one director is required, who must primarily reside in Malaysia.

  1. Shareholders

Shareholders can be individuals or corporate entities, with a minimum of one and a maximum of 50 shareholders.

  1. Company Secretary

A licensed company secretary must be appointed within 30 days of incorporation.

  1. Registered Address

All registered companies must have a physical or virtual office address in Malaysia.

 

 

Registration Process

  1. Company Name Approval

Submit a name application to the Companies Commission of Malaysia (SSM). If approved, the name will be reserved for three months.

  1. Registration Application

Choose between direct registration or name reservation followed by registration.

  1. Document Submission

Submit necessary documents, including:

      • Proposed company name
      • Company type (private or public)
      • Business nature
      • Registered and business addresses
      • Director and shareholder details
      • Declaration by directors and incorporators
      • Compliance statement from a company registration officer
      • Additional documents (if applicable)
  1. Approval and Registration

SSM reviews and approves the application, issuing registration documents and a company code for tax purposes.

  1. Opening a Bank Account

Once registered, the company can open a corporate bank account in Malaysia.

 

 

Frequently Asked Questions

  1. How long does it take to register a company in Malaysia?

The process typically takes 1-2 weeks if all documents are in order.

  1. Can foreigners be appointed as company directors?

Yes, provided they submit a declaration stating they are not disqualified under company law.

  1. How many business activities can a company register?

A company can select up to three business activities to be reflected on its registration certificate.

  1. How soon must company changes be reported?

Under the Registration of Businesses Act 1956 (ROBA 1956), any changes must be reported to SSM within 30 days.

 

While setting up a company in Malaysia may seem complex, following the prescribed steps ensures a smooth registration process. If you have any questions or require professional consultation, feel free to contact us. We provide comprehensive support to help you successfully enter the Malaysian market and embark on your business journey.