Sdn Bhd Company Incorporation in Malaysia

What’s included

• Name search, reservation and SSM incorporation under the Companies Act 2016
• Constitution drafting where the default provisions are not suitable
• Resident director arrangements where no proposed director resides in Malaysia
• Registered office address and statutory record keeping
• Share structures for joint ventures, founder vesting and incoming investment
• Branch and representative office registration for existing foreign companies

Sdn Bhd registration at a glance (2026)

A Sdn Bhd needs one director who lives in Malaysia, one shareholder, a registered office in Malaysia and a qualified company secretary within 30 days. Applications go to SSM through its Corporate Registry System (CRS).

Item	Detail
Registrar	Companies Commission of Malaysia (SSM), under the Companies Act 2016
Filing system	CRS, accessed through SSM4U; it replaced MyCoID on 14 July 2026
Minimum directors	One natural person aged 18 or over, with a principal place of residence in Malaysia
Minimum shareholders	One; the same person can be sole shareholder and sole director
Company secretary	Appointed within 30 days of incorporation; must hold an SSM practising certificate
Registered office	Required in Malaysia at all times
Proof of incorporation	Notice of registration; a certificate of incorporation only on request, for a prescribed fee
Beneficial owners	Anyone with 20% or more of the shares or voting rights is reported to SSM
Capital to sponsor Employment Passes	RM500,000 paid-up for a 100% foreign-owned company (RM1,000,000 with a WRT licence), per ESD

Sdn Bhd, LLP, branch, representative office or Labuan company: which structure fits?

Most foreign investors who want to trade in Malaysia incorporate a Sdn Bhd; an LLP, branch, representative office or Labuan company suits narrower purposes. Only Malaysian citizens and permanent residents can register a sole proprietorship.

Structure	Who it suits	Liability	Ownership	Registration	Tax position
Sdn Bhd	Trading and service businesses, including wholly foreign-owned ones	Separate legal entity; shareholders risk only their share capital	Up to 100% foreign for most activities	SSM; RM1,000; one director resident in Malaysia	24%, or 15% and 17% bands for qualifying SMEs (14% and 16% proposed from YA 2027)
Limited liability partnership (LLP)	Professionals, joint ventures and small businesses	Body corporate; LLP debts are met from LLP assets	At least two partners; compliance officer must be a citizen or PR living in Malaysia	SSM; RM500	As a company, with capital contribution in place of paid-up capital
Branch of a foreign company	A foreign company trading without forming a subsidiary	Not separate from the foreign company	The foreign company itself	SSM, section 562; RM5,000 to RM70,000; resident agent	24%; SME bands need incorporation in Malaysia
Representative or regional office	Research or regional coordination, with no sales	Not incorporated; may not trade, sign contracts or charge fees	Funded from outside Malaysia	MIDA approval; spending of at least RM300,000 a year	No business income; expatriate staff pay income tax
Labuan company	International trading and holding in the Labuan IBFC	Separate legal entity; one share minimum	Shares in any currency, including ringgit since the Labuan Companies (Amendment) Act 2025	Labuan FSA; resident secretary; substance in Labuan	3% of audited net profits on trading; 0% on non-trading
Sole proprietorship or partnership	Malaysian small businesses	Owners are personally liable	Citizens and PRs aged 18 or over only	SSM; RM30 or RM60	Owner’s personal income tax

How to register a Sdn Bhd in Malaysia, step by step

Registration is online in SSM’s CRS, followed by filings with SSM, LHDN and the statutory funds. This order avoids most delays.

1. Check whether the business activity needs a sector licence or carries equity conditions; regulators can impose both.
2. Log in to SSM4U, open CRS and search the name. Reserve it first (RM50 per 30 days, up to 180 days) or use direct incorporation, which combines search and incorporation.
3. File the section 14 application in CRS with the name, business type, addresses, director details and declaration of compliance, and pay RM1,000.
4. Download SSM’s notice of registration. Request a certificate of incorporation only if a bank or counterparty insists.
5. Within 30 days of incorporation, the board appoints a qualified company secretary; SSM is notified within 14 days.
6. Within 60 days of the secretary’s appointment, obtain, record and lodge beneficial ownership information with SSM.
7. Check the company’s tax number on MyTax (use e-Daftar if none appears) and submit e-CP204 within 3 months of starting operations, unless the company qualifies for the two-year exemption for new SMEs.
8. When you hire, register with EPF within 7 days and with PERKESO (SOCSO), and file e-CP22 with LHDN within 30 days of each employee starting.

Documents needed to incorporate a Sdn Bhd

SSM needs the company details required by section 14, plus identity details and a signed declaration from each director.

• Proposed company name, with one or two alternatives
• A description of the intended business activity
• Registered office address in Malaysia, and the business address if different
• NRIC or passport copy and residential address for each director and shareholder, showing at least one director lives in Malaysia
• Each director’s signed section 201 declaration and consent to act
• Share structure: number of shares, issue price and allocation
• A constitution, only if you want rules different from the Act’s defaults; lodge it within 30 days of adoption
• For a corporate shareholder: its registration details and named representative
• Beneficial ownership details for anyone with 20% or more of shares or voting rights

How much does it cost to register a Sdn Bhd in 2026?

SSM charges RM1,000 to incorporate a company limited by shares, plus RM50 per 30 days if you reserve the name separately. After incorporation, the main exposure is missed deadlines rather than fees.

Item	Amount / deadline
Name reservation (section 27)	RM50 per 30 days, up to 180 days
Incorporation, company limited by shares	RM1,000; includes the name search if filed as direct registration
Incorporation, company limited by guarantee	RM3,000
Company secretary appointment	Within 30 days of incorporation
Officer appointments and changes (section 58)	Notify SSM within 14 days
Beneficial ownership information	Lodged within 60 days of the secretary’s appointment
e-CP204 tax estimate	Within 3 months of starting operations; qualifying new SMEs are exempt for their first two years of assessment
First annual return	RM150; within 30 days of the first anniversary of incorporation

SSM statutory fees as published on 6 October 2026; SSM says fees did not change with CRS. Professional fees are separate.

How much are SSM fees for a Sdn Bhd, LLP or branch? A worked example

In SSM fees alone, the first compliance cycle costs RM1,200 for an audited Sdn Bhd, RM700 for an LLP and RM5,700 for a branch of a foreign company with share capital up to RM1 million. The steps show the arithmetic.

1. Sdn Bhd, audited: RM1,000 incorporation + RM150 first annual return + RM50 financial statements = RM1,200.
2. Sdn Bhd, audit-exempt: RM1,000 + RM150 + RM20 unaudited financial statements = RM1,170.
3. LLP: RM500 registration + RM200 annual declaration = RM700.
4. Branch, parent’s share capital up to RM1 million: RM5,000 registration + RM500 annual return + RM200 financial statements = RM5,700.
5. Branch against audited Sdn Bhd: RM5,700 less RM1,200 = RM4,500 more.
6. Branch, parent’s share capital above RM100 million: RM70,000 + RM500 + RM200 = RM70,700, or RM69,500 more than the Sdn Bhd.

Assumptions: SSM fees published on 6 October 2026; no late fees, separate name reservation (RM50) or charges (RM300, or RM500 for a branch). An LLP’s annual declaration is due within 90 days of its year end. Professional fees, stamp duty and council licences are excluded.

What a new Sdn Bhd must file in its first 18 months

A Sdn Bhd incorporated on 2 November 2026 that starts trading on 1 December 2026, hires on 4 January 2027 and closes its first accounts on 31 October 2027 must meet these dates.

When	What	Deadline	Authority
2 November 2026	Company incorporated in CRS	On approval	SSM
By 2 December 2026	Appoint the company secretary (here, on 16 November 2026)	30 days after incorporation	SSM
By 11 January 2027	Register with EPF as an employer	7 days after the first hire	KWSP
By 15 January 2027	Lodge beneficial ownership information	60 days after the secretary’s appointment	SSM
By 3 February 2027	File e-CP22 for the new employee	30 days after the start date	LHDN
By 28 February 2027	Submit e-CP204, unless exempt as a new qualifying SME	3 months after starting operations	LHDN
By 2 December 2027	Lodge the first annual return	30 days after the first anniversary	SSM
By 30 April 2028	Circulate the first financial statements	6 months after year end	SSM
By 30 May 2028	Lodge them through MBRS	30 days after circulation	SSM
By 31 May 2028	File Form e-C for YA 2027	7 months after year end	LHDN

Common mistakes when setting up a Sdn Bhd

Most problems come from capital, director residence and post-incorporation deadlines, not the SSM application itself.

• Nominal paid-up capital when you plan to hire foreign staff: ESD’s threshold for a 100% foreign-owned company is RM500,000.
• Only overseas directors: the minimum number of directors must have a principal place of residence in Malaysia.
• Appointing the secretary after 30 days: it breaches section 236 and delays the beneficial ownership filing.
• Neglecting the beneficial ownership register: fines reach RM20,000, plus RM500 a day while the breach continues.
• Assuming a small new company is exempt from e-invoicing: not if a holding company, related company or corporate shareholder turns over RM3 million or more.
• Treating SSM registration as a licence to trade: specific activities can need their own licences and equity conditions.

Malaysian company registration terms explained

These are the terms founders meet most often when registering a business in Malaysia.

Term	Meaning
Sdn Bhd	Sendirian Berhad: a private company limited by shares under the Companies Act 2016. It cannot offer shares to the public.
Berhad (Bhd)	A public company, which can offer shares to the public.
SSM	Suruhanjaya Syarikat Malaysia, the Companies Commission of Malaysia, which registers companies, LLPs and businesses.
CRS	SSM’s Corporate Registry System, reached through SSM4U. Since 14 July 2026 it handles name searches, incorporation, charges and strike-offs.
Paid-up capital	The amount shareholders have paid for their shares. It drives Employment Pass eligibility and SME tax status.
Resident director	A director aged 18 or over whose principal or ordinary residence is in Malaysia.
Registered foreign company	A foreign company registered with SSM under section 562, commonly called a branch.
Labuan IBFC	The Labuan International Business and Financial Centre, with its own company law, regulator (Labuan FSA) and tax regime.