For foreigners who wish to set up a company in Malaysia, here is a guideline on the procedure of setting up Sdn Bhd in Malaysia. In fact, the procedure has no much difference between Malaysian and non-Malaysian. The only difference will be 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.
Incorporation Procedure: |
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a. Name of the proposed company
b. Status of whether the company is private of public
c. Incorporation of business:
d. Proposed registered office address for registration
e. Name, identification, nationality and the ordinary place of residence of:
f. A company limited by shares:
g. Any other required documents. |
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Extra Information:
Table 1- Types of Limited Company (Sdn Bhd and Bhd)
Private Company (Sdn Bhd) |
Public Company (Bhd) |
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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 |
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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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