Setting Up Sdn Bhd in Malaysia

by Cheng & Co | Jul 13, 2020 | Cheng & Co, Information

	Incorporation Procedure:
Name Search and Application of Name	This step can be done in 2 ways: Direct incorporation (name reservation and incorporation process together) Name reservation (reserved for 30 days long, each name costs RM50)
Lodgment of Application to Incorporate the Company	a. Name of the proposed company Research required Come out with minimum 3 ideal names for backup purpose b. Status of whether the company is private of public Differences between private and public company are listed below c. Incorporation of business: Sole Trader Partnership Sdn Bhd Differences between the natures of business are listed below) d. Proposed registered office address for registration For Cheng & Co’s client, we provide the registered office address. e. Name, identification, nationality and the ordinary place of residence of: Member of the company If the person in another body corporate, provide the place of incorporation, registration number and the registered body of the corporate. Every person who is to be appointed as a director Every person who is to be appointed as a secretary (Cheng & Co provide 2 company secretaries for the company) For 100% foreign investments, please ensure that at least one director resides in Malaysia (residential address is required). If you do not fulfil this requirement, you can choose to use nominee director services. f. A company limited by shares: Provide details of class and number of shares to be taken by a member g. Any other required documents.
Incorporation Fee	A company limited by shares
Verification of Incorporation	Notice of approval will be issued at this stage A certificate of incorporation will only be issued by SSM upon request together with the prescribed fee.
Post Incorporation	Apply for other required

Extra Information:

Table 1- Types of Limited Company (Sdn Bhd and Bhd)

	Private Company (Sdn Bhd)	Public Company (Bhd)
Financial Reporting Standard	Malaysian Private Entities Reporting Standards (MPERS)	Malaysian Financial Reporting Standards (MFRS)
Number of Shareholders	Maximum 50 Shareholders	Unlimited Shareholders
Transparency of Financial Information Flow	Internal review only	Clear Financial Status, as it will be disclosed to the public
Availability of Shares	Prohibited to open shares to the public	The public can buy the shares
Number of Residences in Malaysia	At least one (1) director needs to reside in Malaysia	At least two (2) directors need to reside in Malaysia
Company Accounts (Annual Financial Statement and Reports)	The accounts must be done within 30 days from the day the accounts are circulated to the members (within 6 months from the end of its financial year).	The accounts must be lodged with the ROC within 30 days from its general meeting (AGM).

Table 2- Types and Features of Organization Structure

	Sole Trader	Partnership	Company
Legal Liability	Personally liable (Unlimited liability)	Personally liable (Unlimited liability)	Not personally liable (Limited liability)
The Requirement of External Audit	Do not require an external audit	Do not require an external audit	External accounting and audit required
Capital	Own Capital	Partners’ Capital	Share Capital
Controls of the Firm	Sole Trader alone	Partners	Board of directors
Number of Shareholders/Partner	Sole Trader alone	2 to 20 partners	Minimum 1 to 50 shareholders
Company Secretary	Do not require	Do not require	Qualified secretary

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