The most popular structure for foreign-owned businesses in Malaysia. We handle SSM filing, beneficial ownership compliance, corporate banking, and Employment Pass readiness — end to end.
What Is a Sdn Bhd?
A Sendirian Berhad (literally “Private Limited” in Malay), abbreviated Sdn Bhd, is a private limited company incorporated under the Companies Act 2016 and supervised by the Companies Commission of Malaysia (SSM). It is the most widely used corporate structure in Malaysia for both local and foreign business owners.
A Sdn Bhd is a separate legal entity from its shareholders. This means the company can own assets, sign contracts, sue and be sued in its own name, and continues to exist independently of changes in ownership. Shareholders enjoy limited liability — their personal assets are protected from the company’s debts and obligations beyond the unpaid amount on their shares.
For most foreign founders entering Malaysia, the Sdn Bhd is the right answer in 95% of cases. It allows 100% foreign ownership in most sectors, qualifies for Employment Pass sponsorship, and is the structure that Malaysian banks, regulators, and counterparties expect to see.
Key Features of a Sdn Bhd
- Limited liability for shareholders — personal assets protected
- Separate legal entity — perpetual succession independent of owner changes
- 100% foreign ownership allowed in most sectors
- 1 to 50 shareholders — individuals or corporate entities
- Minimum 1 director ordinarily resident in Malaysia
- Transferable shares — ownership can change without disrupting operations
- Eligible for Employment Pass sponsorship for foreign founders and employees
- Recognised by all Malaysian banks for corporate accounts
- Eligible for sector-specific licences (WRT, MIDA incentives, MSC status, etc.)
Who Should Register a Sdn Bhd?
A Sdn Bhd is the right choice if you are:
- A foreign founder planning to operate, hire, or relocate to Malaysia
- An e-commerce, SaaS, or services business entering the Malaysian or ASEAN market
- A trading or import/export company that needs Malaysian banking and customs facilities
- A multinational subsidiary of an overseas parent company
- A founder seeking an Employment Pass to live and work in your own Malaysian company
- A professional services firm (consultancy, IT, marketing, design) with regional clients
If your activity is purely offshore (international trading, holding, fund management) with minimal Malaysian footprint, a Labuan offshore company may suit you better — see our Labuan Offshore Company Setup guide.
Statutory Requirements
To incorporate a Sdn Bhd in Malaysia, you must satisfy these requirements under the Companies Act 2016:
Directors
- At least 1 director is required (Section 196, Companies Act 2016)
- At least one director must ordinarily reside in Malaysia — a “resident director” under Section 196(4)
- Directors must be at least 18 years old, of sound mind, and not disqualified under Section 198 (no bankruptcy, no fraud convictions in the past 5 years, no winding-up offences)
- No nationality restriction beyond the resident-director rule — foreigners can be directors
Shareholders
- Between 1 and 50 shareholders (Section 42(1)(b))
- Shareholders can be individuals or corporate entities
- No nationality or residency restriction — 100% foreign ownership allowed in most sectors
- A single individual can be both the sole director and sole shareholder
Company Secretary
- Must be appointed within 30 days of incorporation (Section 236)
- Must be a Malaysian citizen or permanent resident, aged 18+
- Must be licensed by SSM or a member of a prescribed professional body (MAICSA, MAIC, MIA, MICPA, etc.)
Registered Office
- A physical Malaysian address is mandatory — official notices and statutory records must be received here
- Cannot be a P.O. Box. Must be open during business hours
Paid-Up Capital
- Legal minimum: RM1
- For foreigners applying for Employment Pass: typically RM500,000 (regulated sectors) or RM250,000+ (most service sectors), based on Immigration Department thresholds
- Can be increased after incorporation without stamp duty (Companies Act 2016)
Documents Required
Have these ready before we start incorporation:
For each director and shareholder:
- Certified passport copy (notarised if signed outside Malaysia)
- Proof of residential address — utility bill or tenancy agreement, dated within the last 3 months
- Email address and active mobile number for SSM digital signature
For the resident director (if you do not have one yet, we will arrange):
- Malaysian IC or PR pass copy
- Proof of Malaysian residential address
About the company:
- Three proposed company names in priority order (in case of rejection)
- MSIC business activity codes matching your intended operations
- Proposed paid-up capital amount and shareholding split
- Beneficial Ownership information — identity of all individuals ultimately owning more than 25% of shares or exercising significant control (mandatory under the Companies Amendment Act 2024)
For corporate shareholders (if any):
- Notarised certificate of incorporation
- Notarised constitution / articles of association
- Board resolution authorising the share subscription
- Latest audited accounts
If your proposed company name contains controlled words, state names, trademarks, or restricted terms, an additional “Super Form” with letter of authorisation from the relevant authority will be required. We handle this if it applies.
Our Registration Process
We work in five steps. Most clients receive the Notice of Registration within 1–3 working days of complete document submission:
- Step 1 — Free Consultation & Recommendation (Day 0). A 30-minute call to confirm Sdn Bhd is the right structure for you. We deliver a written recommendation covering paid-up capital, shareholding structure, MSIC codes, EP-readiness, and licensing requirements within 24 hours.
- Step 2 — Name Reservation (Days 1–2). We conduct a name search via the SSM MyCoID portal. If approved, the name is reserved for 30 days. We try alternative names if the first is rejected.
- Step 3 — Document Preparation & Signing (Days 2–4). We prepare your Constitution, Section 201 statutory declaration, Section 236 secretary appointment, Form 48A, and Beneficial Ownership Register. You sign digitally — no in-person Malaysian visit needed at this stage.
- Step 4 — SSM Submission & Incorporation (Days 4–5). We submit your application via MyCoID. SSM typically issues the Notice of Registration and Certificate of Incorporation within 1–3 working days.
- Step 5 — Post-Incorporation Setup (Day 5–30).
- MyCOID number linking — your master corporate identity number that connects you to EPF, SOCSO, EIS, LHDN, and HRDF for hiring and tax compliance
- LHDN tax file registration
- Beneficial Ownership Register lodgement (mandatory under Companies Amendment Act 2024 — must update within 14 days of any change)
- MyInvois e-invoicing setup (mandatory in 2026 for businesses above the turnover threshold; any single transaction over RM10,000 requires individual e-invoicing regardless of turnover)
- Corporate bank account introduction and opening (1–2 weeks separately)
- SST registration if applicable
You receive a project tracker showing every milestone.
What’s Included
A standard Horizon Hub Sdn Bhd registration engagement includes:
- Free pre-incorporation consultation and written recommendation
- SSM name reservation (up to 3 attempts)
- Constitution drafting and SSM filing under Companies Act 2016
- Statutory declarations — Section 201, Section 236, Form 48A
- Licensed company secretary appointment (first year)
- Registered business address in Kuala Lumpur CBD
- Beneficial Ownership Register set up under Companies Amendment Act 2024
- MyCOID corporate identity number registration
- LHDN tax file registration
- Corporate bank account introduction and meeting attendance
- Digital company kit — Certificate of Incorporation, super-form, share certificates, board resolutions, common seal-equivalent
- MyInvois e-invoicing readiness check
- 2026 compliance calendar with all statutory deadlines
- Optional add-on: Employment Pass advisory bundle
Why Choose Horizon Hub for Sdn Bhd Registration
- Foreigner-first. We do not register Sdn Bhd companies as a side service for local SMEs. Foreign founders are our entire focus.
- One coordinator, one team. No referrals to “trusted partners” who re-quote you. One project manager from kickoff to first annual return.
- 2024 BO framework expertise. We were among the first firms in Kuala Lumpur to adapt to the Companies Amendment Act 2024 beneficial ownership reporting. Your register is built right the first time.
- EP-ready by default. If you intend to apply for an Employment Pass, your incorporation is structured from day one to support EP approval — paid-up capital, business activity, office lease, and bank balance all aligned.
- Multilingual. English, Russian, Chinese, Arabic, and other major business languages supported.
- Post-incorporation continuity. Annual returns, audits, payroll, BO updates, and EP renewals — same team, same project manager.
Frequently Asked Questions
Can a foreigner register a Sdn Bhd alone, with no Malaysian partner?
Yes. A foreigner can be the sole shareholder and one of the directors. However, at least one director must be ordinarily resident in Malaysia. If you do not have a local partner, we connect you with a vetted resident director.
How long does Sdn Bhd registration take?
With complete documents, the SSM Notice of Registration is typically issued within 1–3 working days of submission. End-to-end (engagement to operational company with active bank account), most clients are running within 10–15 working days.
Do I need to come to Malaysia to register?
No. The entire SSM incorporation process is digital and can be completed remotely with notarised documents. Bank account opening typically requires one in-person visit, although some banks now accept video verification for foreign directors.
What is the minimum paid-up capital for foreigners?
The legal minimum is RM1. However, if you intend to apply for an Employment Pass, the practical minimum is significantly higher — generally RM250,000+ for service businesses and RM500,000+ for regulated sectors like trading, restaurants, or wholesale. We confirm the right capital level in your consultation.
Can I increase paid-up capital later?
Yes. Capital increases under the Companies Act 2016 do not attract stamp duty, and can be done at any time via your company secretary.
Which sectors restrict 100% foreign ownership?
Restricted sectors include oil and gas, banking and finance, certain education segments, agriculture, and parts of wholesale, retail, and distributive trade. These may require minimum Bumiputera equity or sector-specific licensing from MITI, MIDA, or KPDN. We screen this for you in the consultation.
What happens after incorporation?
You must appoint a licensed company secretary within 30 days, register for tax (LHDN), maintain a Beneficial Ownership Register (updated within 14 days of any change), file annual returns, and prepare audited financial statements. We handle all of this on retainer if you wish.
What if my company name is rejected by SSM?
Names are commonly rejected if they are too similar to existing companies, contain restricted words, or imply a regulated activity without authorisation. We submit up to 3 alternative names and screen each for likely approval before submission.
Ready to Register Your Sdn Bhd?
Free 30-minute consultation. Written recommendation within 24 hours. No obligation.
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- → Labuan Offshore Company Setup (alternative for offshore trading/holding)
- → Foreign Branch & Representative Office (operate under your parent company name)