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What is a Private Limited Company (Sdn. Bhd.)?
Private limited companies (Sdn. Bhd.) are the most common type of business entity in Malaysia. Other business entities are Sole Proprietorships, Partnerships, Public Companies (Bhd) and Limited Liability Partnership (LLP).
Why is the Sdn. Bhd. Structure Popular in Malaysia?
In Malaysia, private limited companies account for the majority of company registrations. It is a very popular option in various industries.
For many Malaysian businesses, it is a better option than sole proprietorships and publicly traded companies because of its flexibility and balanced approach.
Key Features and Advantages of a Sdn. Bhd.
1. Limited Liability Protection for Shareholders
A private limited company’s shareholders benefit from limited liability, which means their personal assets are shielded from the debts and liabilities of the business.
A shareholder’s biggest financial risk is only as much as their investment in the company if bankruptcy or legal issues occur.
2. Separate Legal Entity Status
In legal terms, a private limited company is separate from its owners or shareholders.
This status lends the business a certain amount of legitimacy and formality by allowing it to sign contracts, buy assets, take on debt, and carry out business activities under its own name.
3. Perpetual Succession
A private limited company, in contrast to sole proprietorships or partnerships, has perpetual succession. According to Wikipedia, perpetual succession is “the continuation of a corporation’s or other organization’s existence despite the death, bankruptcy, insanity, change in membership or an exit from the business of any owner or member, or any transfer of stock, etc.”
As a result, the company can remain stable and long-lasting through easy ownership transfers that don’t halt the business operations.
4. Ownership Structure
A private limited company’s ownership structure is established by issuing shares to its members or shareholders. The ownership rights, authority over corporate decisions, and claim to the company’s assets and profits are all based on the amount of shares held.
This well-defined ownership structure allows for a fair profit distribution among shareholders.
The Benefits of Registering a Sdn. Bhd. for Your Business
1. Enhanced Credibility and Professional Image
Registering as a private limited company in Malaysia gives a company a more reputable and professional image that can attract investors, partners, and customers. Stakeholders feel more confident because of the formal corporate structure.
2. Easier Access to Funding and Financial Resources
Compared to unofficial business structures, Sdn. Bhd. companies may find it easier to obtain financing from banks, investors, or venture capitalists because they are independent legal entities with a well-defined ownership structure.
3. Potential Tax Advantages (Consult a Tax Professional)
Depending on their size, activities, and industry, Sdn. Bhd. companies can qualify for a range of tax incentives, deductions, and benefits. Please speak with a qualified tax expert for more advice.
4. Scalability and Growth Potential
The structure of a private limited company makes it simple to transfer ownership, raise capital, and adjust to shifting market conditions. These qualities offer a strong foundation for the growth and expansion of a business.
5. Limited Liability
Limitation on liability protects shareholders’ personal assets from the company’s debts and liabilities, reducing financial risk.
Steps Involved in Registering a Sdn. Bhd. in Malaysia
Step 1: Create an account on the MyCoID portal, then wait for an email confirmation containing steps to verify the account at the nearest SSM counter.
Step 2: To verify your account, show up at the mentioned SSM counter.
Step 3: Proceed with the registration process by logging into the MyCoID portal.
Step 4: Use the Direct Incorporation Application’s “Conduct a Name Search” option to submit the proposed name for the business.
Note: If the company’s proposed name is already taken, reserved, or contains words that are forbidden, the registration process cannot proceed.
Step 5: Fill out the “Super Form” that appears, making sure that you clarify the meaning of the proposed company name, and then present a letter of authorization from the appropriate governing body.
Note: You must fill out this form if the proposed name contains a trademark, a state name, or a regulated term.
Step 6: Choose a business code that includes your company’s mailing and registration addresses.
Step 7: Until then, the system will keep you listed as a director or shareholder of the business. You can change these details in the following step.
Step 8: After ensuring the information is correct, click “Apply.”
Note: The system will list you as a shareholder or director by default. You can change this during this step.
Step 9: To finish the registration process, pay the RM1,000 registration fee.
Important: Keep the receipt.
Step 10: Look for a “Notice of Registration” in your email. This is the paperwork you need for registration. You can also obtain a Company Certificate at the SSM counter for a small fee.
Setting Up a Sdn. Bhd. in Malaysia as a Foreigner
Foreigners are allowed to set up a private limited company in Malaysia. However, there are particular requirements and eligibility criteria that need to be fulfilled.
Eligibility and Requirements for Foreign Ownership
1. In most circumstances, Sdn. Bhd. companies can have 100% foreign ownership but certain industries might need 50% Malaysian ownership. A local director and at least one shareholder are required. A certified company secretary must also be appointed to ensure statutory compliance.
2. Foreigners are prohibited from owning certain types of properties and land in Malaysia. This includes agricultural land, low- and medium-cost residential units as defined by state authorities, properties allocated for Bumiputera people, and properties built on land set aside for the Malay community.
Additional Considerations for Foreign Sdn. Bhd. Applicants
1. A 100% foreign-owned Sdn Bhd’s minimum paid-up capital needs to be RM500,000 for advisory and consultancy businesses and RM1 million for trading, import, and export businesses.
2. RM350,000 is the minimum paid-up capital, and RM500,000 is the authorized capital for a joint venture with a Malaysian partner with a minimum of 50% control.
Important Considerations Beyond Registration
1. Business Activities and Necessary Licenses
Establishing a private limited company in Malaysia requires you to determine your business industries and obtain the necessary licenses.
For example, certain industries have specific licensing requirements, like banking, tourism, oil and gas, and education. Be sure to read up on and abide by any applicable regulations.
2. Company Secretary Appointment: Benefits and Options
It is a legal obligation to appoint a company secretary. They help with administrative duties, planning shareholder meetings, and keeping up with statutory records.
You have two options: work with a seasoned corporate services provider or bring on an in-house secretary.
3. Ongoing Compliance Requirements: Filings and Audits
Private limited companies in Malaysia are required to submit annual secretarial compliance filings. The Annual Return and Financial Statements are among the documents that need to be sent to the Companies Commission of Malaysia (SSM).
There may be fines and legal repercussions for noncompliance. Maintain accurate record-keeping, be aware of deadlines, and get familiar with the requirements for online submissions.
4. Tax Obligations for Your Sdn. Bhd.
As a private limited company in Malaysia, you will be subject to corporate taxation based on your paid-up capital.
The tax rate for businesses with paid-up capital of RM2.5 million or less is 17% for the first RM600,000 of taxable income and 24% for any additional revenue. The flat rate is 24% for businesses with paid-up capital greater than RM2.5 million.
Conclusion: Sdn. Bhd. – A Strong Foundation for Your Business
Great benefits come from setting up a private limited company (Sdn. Bhd. ) in Malaysia, including perpetual succession, distinct legal entity status, limited liability for shareholders, and a clearly defined ownership structure through shares.
Understanding the registration and legal compliance, however, can be challenging. Talking with corporate secretaries, attorneys, or consultants is highly recommended. Their knowledge guarantees correct setup, regulatory compliance, and smooth operation.
