Simple and easy steps on incorporating your Company online

A Sdn. Bhd. is a private limited Company limited by shares where its shareholder(s)’ liability is limited to the amount of shares held by the shareholders. It is also a separate legal entity with full capacity to carry on or undertake any business, sued or be sued etc. It is more suitable for experience entrepreneur in Malaysia. 

It is the most common type of business registration for foreigners in Malaysia.

Sdn Bhd has its unique feature.

Advantages

1. Limited Liability – means the owner (i.e. shareholder) of the Company are only liable to the amount of money invested into the Company through its shares. An entrepreneur’s personal wealth is therefore protected if the business suffers severe losses or fails.
2. Separate Legal Entity – Sdn Bhd Company and owner are two separate entity. The company will continue to exist even if the owner dies, resigned, or relinquishes ownership in any other manner.
3. Lower tax rates – Sdn Bhd are taxed at a Company tax rate which are relatively lower than running a business enterprise that are taxed on personal tax rate.
4. Easier to obtain loan – Banks generally favor Sdn Bhd as it is reliable and trustworthy as Sdn Bhd needs to follow more stringent rules in maintaining it.
5. Easier to seek for alternative funding such as angel investors etc.

Disadvantages

1. More compliance and governance – Sdn Bhd need to comply with Companies Act 2016 in Malaysia where there are yearly mandatory submission need to be adhere to
2. More costly to maintain a Sdn Bhd than Business Enterprise (Sole Proprietor or Partnership). 

• At least one (1) director who ordinarily resides in Malaysia by having a principal place of residence in Malaysia.
• Minimum one (1) shareholder – can be individual or corporate bodies
• Minimum one (1) Malaysia resident Licensed Company Secretary (Foundershive provides  Company Secretarial services)
• Minimum of RM1 as paid up capital

Shareholder
Also known as member. It is party who owns the Company through holding shares of the Company. It can be individual or Corporate Body

Director
Also known as Board of Director. Director are individual that are being appointed by shareholder to manage the Company. Director and shareholder can be same individual.

Company Secretary
Appointed by Board of Director. Company Secretary is an individual who are licensed under Professional Bodies in Malaysia or SSM to act as Company Secretary.

Company secretary duties are to ensure that the Company comply to the Companies act and relevant law; to ensure information of shareholder, director are up to date; to lodge annual return and annual financial statement to SSM; safekeep all meeting minutes and written resolutions of board meetings; provide Certified True Copy documents for opening a bank account, etc.

According to Section 236 of the Companies Act 2016, all Sdn Bhd must appoint a company secretary within 30 days from its date of incorporation. If you incorporate your Sdn Bhd through Foundershive, Foundershive will automatically be appointed as your company secretary.

When incorporating your Sdn Bhd, we advised you to incorporate with minimum RM1,000 being the normal minimum deposit required to open business bank account.

We accept up to RM10,000 paid up capital in cash upon incorporating. Meaning you will not have to provide us proof of capital injected.

Any amount above RM10,000 will required proof of payment into your bank account (can only be done after setting up Company and opening of business bank account).

There are several cost to be consider upon setting up your Company. Below are general guidelines for you to have in mind.

One time cost
a) Cost of Setting Up Sdn Bhd – Foundershive able to assist you in setting up Sdn Bhd with SSM. Refer to our pricing above.
b) SSM charges RM1,000 (incorporation fee) and RM10 (administration fee)

Yearly Cost

a) Secretary Retainer Fee – depending on the package chosen offered by Foundershive – estimate minimum RM900 yearly
b) Lodgement of Annual Return, Audited Financial Statement and Beneficial Ownership Reporting to SSM – estimate RM800 -RM1,000. Exclude this fee if you chose All In Packages for item (a).
c) Accounting Services – Accountant to prepare your yearly management account to be submitted to auditor – Price varies depending on the number of transactions and complexity of the accounts. Price starts from RM1,500. You may also able to exclude this if you have your internal accountant to prepare it for you.
d) Audit Service – Auditor will required to audit your yearly management Account. Fee varies and depends on the Yearly accounts. Price starts from RM1,500 for dormant Company.
e) Tax Agent – Tax agent will assist in calculating your Company Tax and filling it to LHDN. Price starts from RM700

Estimation Total for Yearly Maintenance of Sdn. Bhd (a-e). is RM5,400 and above

Please use the above estimation only as guidelines

No, your company’s registered address is not necessarily the same as its business address.

A company’s registered address is usually where the company secretary’s office is located, which is open and accessible to the public during ordinary business hours. This is where all company documents (according to Companies Act 2016), need to be kept and are accessible.

Business address is address where you operate your business. It may be anywhere in Malaysia be it a home address if you are operating your business from home.

The processing time will be 7-9 days upon receiving complete documentation. In best case scenario, we will take only 4-5 days to register your Sdn Bhd.

You may download our Company Incorporation Form (link).

Documents to be prepared in softcopy:

• IC (front and back)/ Passport of all directors and members
• Proof of residency (example it can be bills on your name) for any one of the director
• Authorised letter (if your proposed Company name has trademark/ controlled words)
• Credit/ Debit Card for payment

After receiving the notice of registration, certificate of registration, and Superform 14, notice of appointment of First Company Secretary we can proceed with opening a business bank account.

Different bank has different requirement and format of resolution required. You are advised to check with bank branch on the sample of the resolution to open a bank account and required document especially that involves Company Secretary Certified True Copy (CTC).