Setting up a Sdn. Bhd. (Sendirian Berhad) in Malaysia is a structured process that involves several steps to ensure legal compliance and proper registration. Here’s a detailed guide to help you set up a Sdn. Bhd.:

1. Understand the Requirements

• Minimum Shareholders: At least one shareholder (individual or corporate entity).
• Minimum Directors: At least one director who is a natural person, resides in Malaysia, and is at least 18 years old.
• Company Secretary: A licensed company secretary, who must be appointed within 30 days of incorporation.
• Paid-Up Capital: No minimum capital requirement, but the usual practice is to have RM1,000 or more.

2. Choose and Reserve a Company Name

• Name Search: Conduct a name search via the MyCoID system on the Companies Commission of Malaysia (SSM) website to ensure your desired company name is available and compliant with SSM guidelines.
• Name Reservation: If the name is available, reserve it with SSM. The reservation is valid for 30 days and can be extended if needed.

3. Prepare the Required Documents

• Incorporation Form (Super Form): This form includes details about the company’s name, business activities, registered address, directors, shareholders, and company secretary.
• Declaration by Directors and Promoters (Form 48A): All directors must declare that they are not disqualified from acting as directors under the Companies Act 2016.
• Constitution (Optional): You may adopt your own company constitution or use the default template provided under the Companies Act 2016.
• Copy of NRIC or Passport: For all directors, shareholders, and company secretary.

4. Register the Company

• Online Submission: Submit the completed Super Form and other required documents via the MyCoID portal.
• Pay Incorporation Fees: The fee varies depending on the company’s type. Fee paid to SSM for a company limited by share is RM1,000.
• Processing Time: Once submitted, SSM typically processes the application within 1-3 working days.

5. Obtain the Notice of Incorporation

• Upon approval, SSM will issue the Notice of Incorporation, which confirms the legal existence of your Sdn. Bhd.

6. Post-Incorporation Compliance

• Appoint a Company Secretary: Within 30 days of incorporation, appoint a qualified company secretary who is a licensed member of a professional body recognized by SSM.
• Hold the First Board Meeting: Within 18 months of incorporation, hold your first board meeting to address initial business decisions, such as opening a corporate bank account, appointing auditors, and issuing share certificates.
• Open a Corporate Bank Account: Use the Certificate of Incorporation to open a corporate bank account in the company’s name.
• Register for Tax and Other Authorities:
  • Income Tax Number (TIN): Register with the Inland Revenue Board (LHDN).
  • Employees Provident Fund (EPF): Register if you have employees.
  • Social Security Organization (SOCSO): Register for employee social security.
  • Goods and Services Tax (GST): Register if applicable, although Malaysia currently has the Sales and Service Tax (SST).

7. Ongoing Compliance

• Annual Returns: Submit annual returns to SSM, including audited financial statements.
• Tax Filings: File annual income tax returns with LHDN.
• AGM Requirements: Hold an Annual General Meeting (AGM) within 18 months of incorporation and subsequently once every calendar year.
• Maintaining Statutory Records: Keep updated records of directors, shareholders, meeting minutes, and other statutory documents.

8. Additional Business Licenses (If Required)

• Depending on your business activities, you may need additional licenses or permits from local authorities or regulatory bodies (e.g., business premises licenses, industry-specific permits).

By following these steps, you can successfully establish a Sdn. Bhd. in Malaysia, ensuring that your business is legally compliant and ready to operate.