TRANSPARENT COMPANY SETUP

A Sendirian Berhad (Sdn. Bhd.) company is the recommended type of company incorporation in Malaysia. It is a private company limited by shares where its shareholder(s)’ liability is limited to the amount of shares held. It is a separate legal entity with full capacity to carry on or undertake any business or activity including to sue or be sued, manage property, and carry out transactions. 

To incorporate a Sdn. Bhd. company, you need to be a Malaysian or a foreigner at least 18 years old, residing in Malaysia and are not disqualified under Section 198 of the Companies Act 2016.

If you are a foreigner but not residing in Malaysia, you will need to partner with at least one (1) Malaysian who resides in Malaysia as a local director to incorporate a Sdn. Bhd. company in Malaysia.

Only one (1) local company director, who also acts as the sole shareholder of the company, is needed in order to incorporate a Sdn. Bhd. company in Malaysia.

The minimum paid-up capital to incorporate a Sdn. Bhd. company in Malaysia is RM1. 

Yes. However, the Sdn. Bhd. company must have at least 1 company director with ordinary residence in Malaysia which is also known as a local company director.

No. According to the Companies Act 2016, there must be at least 1 company director who ordinarily resides in Malaysia in order to incorporate a Sdn. Bhd. company in Malaysia.

Yes. According to Section 236 of the Companies Act 2016 in Malaysia, all Sdn. Bhd. companies must appoint a licensed and registered company secretary within 30 days from its date of company incorporation. At Coserra, all Sdn. Bhd. company incorporation is inclusive of licensed and registered company secretary.

Apart from complying to the law in Malaysia, the roles and responsibilities of the company secretary are but not limited to:

• Ensuring all the information of the Sdn. Bhd. company, director(s) and shareholder(s) are kept up-to-date.
• Advising the company on compliance, laws and regulations of Companies Act 2016.
• Lodging annual return and financial statement.
• Keeping meeting minutes and written resolutions of board meetings.
• To certify true copy (CTC) company documents for official company use eg. bank account opening, business grant application, project tender exercise, etc.

No. You cannot convert or upgrade an Enterprise, Partnership or Limited Liability Partnership (LLP) to a Sdn. Bhd. company.  Nevertheless, we recommend to incorporate a new Sdn. Bhd. company and perform a gradual business transition over and subsequently closing down the Enterprise, Partnership or Limited Liability Partnership (LLP) and maintain only the Sdn. Bhd. company.

Yes. However, there is a holding period of two (2) years before the used Sdn. Bhd. company name is released for new Sdn. Bhd. company incorporation use.