Frequently Asked Questions
Can I be both the sole director and sole shareholder of a Sdn Bhd?
Yes. The Companies Act 2016 allows a single individual to be both the only director (pengarah tunggal) and only shareholder (pemegang saham tunggal) of a Sdn Bhd. This is a common structure for solo founders. You still need a licensed company secretary — you cannot hold that role yourself. You also cannot be the company's auditor.
What is the minimum paid-up capital (modal berbayar) for a Sdn Bhd?
Legally, the minimum is RM1 of paid-up capital (modal berbayar). However, a RM1 paid-up capital looks extremely undercapitalised to banks, suppliers, and clients. Most banks require at least RM50,000–RM500,000 in paid-up capital before they will extend business financing. For practical purposes, RM50,000–RM100,000 is a more credible starting amount. You can increase your paid-up capital after incorporation by allotting additional shares.
Can a foreigner incorporate or be a director of a Malaysian Sdn Bhd?
Yes, with conditions. A Sdn Bhd must have at least one director who is ordinarily resident in Malaysia (bermastautin di Malaysia). Foreigners can be directors if they have the correct visa and are resident here. Foreign ownership of shares is permitted in most sectors — but some industries (media, healthcare, finance, education) have foreign equity restrictions. Check with your industry regulator before incorporating if your business is in a regulated sector.
How long does SSM company registration take?
Online via the SSM MyCoID2016 portal: typically 1–3 business days after name approval and payment. Name approval itself is instant for straightforward names. Complex applications (foreign involvement, regulated industry names, names requiring special approval) may take longer. Walk-in at SSM counters takes the same time — you submit and wait for SSM to process, then collect the Certificate of Incorporation (Sijil Perbadanan).
What is the difference between a Sdn Bhd and an Enterprise (sole proprietorship)?
A Sdn Bhd (Sendirian Berhad) is a separate legal entity — the company owns assets, enters contracts, and is liable for debts independently from its directors and shareholders. Your personal assets are protected (limited liability — liabiliti terhad). An Enterprise (sole proprietorship) is legally the same entity as the owner — all business debts are personal debts. The Sdn Bhd structure is more complex and expensive but provides meaningful personal asset protection. For businesses handling significant funds, holding inventory, or operating in regulated industries, the Sdn Bhd is almost always the right choice.
Do I need to pay corporate tax immediately after incorporation?
No — corporate income tax (cukai pendapatan syarikat) is only payable on profits earned. If your company makes a loss or breaks even in its first year, no tax is due. However, you still must register with LHDN and file a tax return (borang cukai), even if the figure is zero. The standard corporate tax rate in Malaysia is 24%. Small and medium companies (SMEs) with paid-up capital ≤ RM2.5 million pay a reduced rate of 17% on the first RM600,000 of chargeable income.
What is the role of a company secretary (setiausaha syarikat), and do I need one?
Yes — mandatory. Every Malaysian Sdn Bhd must appoint at least one licensed company secretary within 30 days of incorporation. The secretary is responsible for maintaining the statutory registers (daftar statutori), filing annual returns and resolutions with SSM, convening board meetings, and ensuring the company remains in good legal standing. The secretary cannot be a director or shareholder of the same company. Expect to pay RM500–RM1,500/year for a basic company secretarial retainer.