Company Formation Malaysia, Company Registration Malaysia: Step-by-Step Guide for Local and Foreign Entrepreneurs Starting a company in Malaysia can feel complex, but you can move from idea to legal entity with clear steps and the right paperwork. You can register a Malaysian company through the Companies Commission (SSM) and choose the structure that fits your goals—limited by shares, limited by guarantee, or other types—while meeting straightforward compliance requirements. This post walks you through the practical company formation process, what documents and fees to expect, and the ongoing compliance obligations after registration. Follow this guide to decide the best business type for your venture and complete incorporation efficiently so you can focus on growth. Company Formation Process in Malaysia For Company Formation Malaysia, you must meet residency and director requirements, submit specific documents to SSM, and follow a defined sequence of name reservation, registration, and post-incorporation filings. Costs, timelines, and eligibility to act as a director depend on the company type and your residency status. Eligibility Requirements You must have at least one director who ordinarily resides in Malaysia for a private limited company (Sdn Bhd). If you form a public company, appoint at least two resident directors. Directors must be natural persons aged 18 or older and mentally capable to act in that role. Foreigners can be shareholders with no minimum local ownership for most sectors, but regulated industries may require Malaysian equity or specific licences. Your proposed company name must not be identical to an existing name, offensive, or restricted under SSM rules. Certain business activities require additional approvals (finance, education, healthcare, telecoms). Check sector-specific licensing and foreign investment restrictions before incorporation to prevent delays. Step-by-Step Registration Procedure 1. Reserve company name with Suruhanjaya Syarikat Malaysia (SSM) via MyCoID. Expect approval within 1–3 working days if the name is acceptable. 2. Prepare incorporation documents: constitution (optional), Form 48A (consent of directors), Form 49 (particulars of directors, company secretary and registered office), and e-form application.
3. File incorporation with SSM and pay fees; SSM issues Certificate of Incorporation once processed. Processing can take same day to a few days depending on completeness. After incorporation, register for tax (income tax and, if applicable, GST/SST), open a corporate bank account, and apply for necessary licences or permits. Appoint a licensed company secretary within 30 days of incorporation and hold the first directors’ meeting to adopt a constitution and issue shares. Required Documentation Prepare the following core documents for submission: •
Name reservation approval from SSM.
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Form 48A (statutory declaration by proposed director).
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Form 49 (details of directors, secretary, registered address).
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Constitution (if adopted) or rely on default Companies Act provisions.
You will also need identification and address proof for each director and shareholder: passport for foreigners, MyKad for Malaysians, and proof of residential address dated within three months. If using a nominee or corporate shareholder, include corporate resolution, certificate of incorporation, and memorandum of association or equivalent. Additional sector licences, professional qualifications, or regulatory consents must accompany your application when applicable. Types of Business Entities and Post-Registration Compliance You must choose an entity that balances liability, tax exposure, capital needs, and regulatory burden. After incorporation, meet ongoing filing, taxation, and record-keeping obligations to keep your business compliant and operational. Business Entity Options You can register as a sole proprietorship, partnership, private limited company (Sendirian Berhad, Sdn Bhd), public limited company (Berhad), limited liability partnership (LLP), or branch/representative office of a foreign company. Sole proprietorships and partnerships suit low-capital, single-owner or small-team ventures but offer no corporate liability shield. A Sdn Bhd gives limited liability to shareholders, allows separate corporate taxation, and is the most common structure for SMEs and foreign investors. It requires at least one director who is ordinarily resident in Malaysia and compliance with Companies Commission of Malaysia (SSM) rules. LLPs combine partnership flexibility with limited liability; they require at least two partners and annual filings to SSM.
Public companies and foreign company branches carry higher compliance, minimum capital or local presence requirements, and are typically used for larger or publicly funded operations. Key Legal and Regulatory Obligations You must register the business name and entity type with SSM and obtain relevant licenses based on your industry, such as MIDA approvals for manufacturing or Bank Negara approval for financial services. For Sdn Bhd and Berhad, you must file annual returns, hold annual general meetings (subject to Companies Act provisions), and submit audited financial statements to SSM unless statutory exemptions apply. Tax obligations include registering for corporate income tax (and for GST/SST where applicable), filing annual tax returns with LHDN, and, if applicable, registering for employer EPF, SOCSO, and PCB (pay-as-you-earn) payroll deductions. Foreign-controlled entities must comply with foreign investment approvals, work permit rules for expatriate directors/staff, and any sector-specific foreign equity limits. Maintaining Statutory Records You must keep up-to-date statutory registers: register of members/shareholders, register of directors and secretaries, and register of charges where applicable. Maintain minutes of board meetings, resolutions, accounting records, and the company’s Constitution (formerly Memorandum & Articles). These documents should be available for inspection at the registered office. Accounting records must support financial statements and be retained for at least seven years to satisfy tax audits and regulatory reviews. Ensure timely updates to SSM for changes in directors, secretaries, capital structure, or registered address; late filings attract penalties and can restrict transactions such as share transfers or dividend payments.
