Malaysia: Understand the Requirements and Procedure of Incorporation
Malaysia: Understand the Requirements and Procedure of Incorporation
Feb 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:
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.
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.
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.
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)
Company Name
The name can be in English or Malay and must end with “SDN. BHD.” as per Malaysian company naming standards.
Directors
At least one director is required, who must primarily reside in Malaysia.
Shareholders
Shareholders can be individuals or corporate entities, with a minimum of one and a maximum of 50 shareholders.
Company Secretary
A licensed company secretary must be appointed within 30 days of incorporation.
Registered Address
All registered companies must have a physical or virtual office address in Malaysia.
Registration Process
Company Name Approval
Submit a name application to the Companies Commission of Malaysia (SSM). If approved, the name will be reserved for three months.
Registration Application
Choose between direct registration or name reservation followed by registration.
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)
Approval and Registration
SSM reviews and approves the application, issuing registration documents and a company code for tax purposes.
Opening a Bank Account
Once registered, the company can open a corporate bank account in Malaysia.
Frequently Asked Questions
How long does it take to register a company in Malaysia?
The process typically takes 1-2 weeks if all documents are in order.
Can foreigners be appointed as company directors?
Yes, provided they submit a declaration stating they are not disqualified under company law.
How many business activities can a company register?
A company can select up to three business activities to be reflected on its registration certificate.
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.