Registering a Malaysian Private Limited Company (Sdn Bhd):Requirements, Costs & Timeline (Complete 2026 Guide)

Registering a Malaysian Private Limited Company (Sendirian Berhad, or Sdn Bhd) is the most common structure for operating a scalable and compliant business in Malaysia. However, many entrepreneurs underestimate the actual requirements, true costs, and realistic timelines involved.

What Is a Malaysian Private Limited Company (Sdn. Bhd.)?

A Private Limited Company is a limited liability company incorporated under the Companies Act 2016.

It is a separate legal entity, meaning the company is legally distinct from its owners.

Key Characteristics

  • Limited liability for shareholders

  • Up to 100% foreign ownership (in most industries)

  • Suitable for SMEs, startups, and foreign investors

  • Subject to statutory compliance and corporate governance requirements

Who Should Register a Private Limited Company?

A Sdn Bhd is suitable if you:

  • Plan to scale beyond a small operation

  • Need credibility with banks, suppliers, or investors

  • Want to limit personal liability

  • Intend to hire employees or apply for business licences

➡️ For most formal businesses, a Private Limited Company is the preferred structure in Malaysia.

Statutory Requirements for a Malaysian Sdn Bhd (2026)

1️⃣ Director Requirements

A Private Limited Company must have at least one director who:

  • Is 18 years old or above

  • Is ordinarily resident in Malaysia

  • Is not disqualified under the Companies Act 2016

📌 Foreign shareholders usually meet this requirement by appointing:

2️⃣ Shareholder Requirements

  • Minimum one shareholder (individual or corporate)

  • Shareholders may be local or foreign

  • Maximum 50 shareholders

  • Shareholders do not need to reside in Malaysia

3️⃣ Paid-Up Capital Requirements

Legal Minimum

  • RM1 (theoretical minimum accepted by Suruhanjaya Syarikat Malaysia)

Practical Reality

RM1 is not practical and often causes problems with banks, immigration, and regulators.

Scenario Recommended Paid-Up Capital Purpose & Rationale
Basic operations & bank account opening RM10,000 – RM50,000 Meets bank due diligence requirements and demonstrates business substance
Hiring staff / Employment Pass RM50,000 – RM100,000+ Used by immigration authorities and banks to assess financial strength
Regulated industries As required (often RM100k to millions) Capital thresholds set by regulators such as Bank Negara Malaysia
Government or corporate tenders Usually higher capital Indicates operational capability and execution strength

4️⃣ Company Secretary Requirement

Every Sdn Bhd must appoint a licensed company secretary within 30 days of incorporation.

Key Responsibilities

  • Compliance advice

  • Maintaining statutory registers

  • Filing submissions to SSM

  • Preventing director non-compliance

5️⃣ Registered Office Address (Statutory Address)

This is the company’s official legal address under the Companies Act 2016.

Purpose

  • Receive official correspondence from SSM and Lembaga Hasil Dalam Negeri

  • Store statutory records

Requirements

  • Physical address in Malaysia (no P.O. Box)

  • May be commercial or residential

  • Must be maintained even if operations are overseas

📌 Commonly provided by the company secretary or professional service provider.

6️⃣ Operational Address (Place of Business)

This is where the company actually operates.

Key Considerations

  • Must comply with local council zoning & licensing

  • Banks scrutinise operational addresses during due diligence

  • Virtual offices may trigger enhanced checks

  • Certain industries require prior licence approvals

Cost of Registering a Private Limited Company

Registration involves more than just SSM fees.

Typical Cost Components

  • SSM incorporation fees

  • Company secretary professional fees

  • Registered office address service

  • Statutory compliance support

Commonly Overlooked “Hidden” Costs

  • Annual company secretary fees

  • Accounting & audit fees

  • Tax compliance costs

  • Nominee director fees (if applicable)

  • Company closure or restructuring costs

⚠️ Choosing the cheapest package upfront often results in higher long-term costs.

Timeline: How Long Does Incorporation Take?

Stage Estimated Duration
Name approval Same day
SSM incorporation 1–3 working days
Bank account opening 2–4 weeks
Full operational readiness 4–8 weeks

Common Causes of Delay

  • Incomplete documents

  • Bank due diligence issues

Post-Incorporation Obligations (Critical)

Auditor Appointment

  1. Company secretary assesses audit exemption eligibility

  2. If exempt → shareholder resolution

  3. If not exempt → auditor appointed within 30 days

Key Ongoing Obligations

Timeline Obligation
Within 30 days Appoint company secretary
Within 3 months First board meeting
Upon commencement Tax registration
Ongoing AGM, annual return, tax filings
Continuous Maintain statutory registers & licences
Upon changes Notify SSM within 14–30 days

Consequences of Non-Compliance

Failure to comply may result in:

  • Accumulated SSM & LHDN penalties

  • Director prosecution or blacklisting

  • Company being struck off

  • Personal liability in certain cases

Common Misconceptions

❌ RM1 paid-up capital is “enough”
❌ Nominee directors are risk-free
❌ Compliance starts after profits
❌ All service providers are licensed
❌ Company registration is a one-time task

DIY Registration vs Professional Support

Professional support ensures:

  • Proper legal & tax structuring

  • Faster approvals

  • Reduced compliance risk

  • Long-term advisory support

A Sdn Bhd is a legal commitment, not just a registration.

Why Choose iComSec?

iComSec provides:

We focus on sustainability, legality, and compliance—not shortcuts.

Frequently Asked Questions (FAQ)

Q: Can foreigners register a Sdn Bhd in Malaysia?
Yes. Most industries allow 100% foreign ownership.

Q: Is RM1 paid-up capital sufficient?
Legally yes, but practically not recommended.

Q: Can paid-up capital be increased later?
Yes. No stamp duty is payable on capital increases under the Companies Act 2016.

📞 Call to Action

👉 Planning to register a Private Limited Company in Malaysia?
Contact iComSec today for a free consultation and ensure your company is properly structured and fully compliant from day one.