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Company formation in Malaysia means incorporating a company under the Companies Act 2016 with the Companies Commission of Malaysia (Suruhanjaya Syarikat Malaysia, SSM), which keeps the register. Since 14 July 2026 the filing goes through SSM’s Corporate Registry System (CRS), reached through the SSM4U portal. SSM built CRS to replace its legacy systems, including the MyCoID portal that many online guides still describe. Whether you search for company registration in Malaysia, Malaysia company incorporation or simply SSM registration, the result is the same entry in SSM’s register: a registration number, a date of incorporation and a notice of registration.
For most founders, local or foreign, the company in question is the Sdn Bhd, a private company limited by shares. One shareholder and one director are enough, there is no minimum share capital, and two officers must be based in Malaysia: a director and a company secretary.
| Point | Sdn Bhd | Registered foreign company | LLP (PLT) | Labuan company |
|---|---|---|---|---|
| Law | Companies Act 2016 | Companies Act 2016, provisions on foreign companies | Limited Liability Partnerships Act 2012 | Labuan Companies Act 1990 |
| What it is | A Malaysian company with its own legal personality | The foreign company itself, registered to do business in Malaysia | A partnership with its own legal personality and limited liability | A company of the Labuan offshore regime |
| Owners | One to fifty shareholders, individuals or companies of any nationality | The foreign parent | Two or more partners, individuals or companies | Set by Labuan law |
| Person needed in Malaysia | A resident director and a resident secretary who is a citizen or permanent resident | An agent in Malaysia, personally liable for the branch’s penalties | A compliance officer who is a citizen or permanent resident living in Malaysia | Set by Labuan law |
| Regulator | SSM | SSM | SSM | Labuan FSA |
Sole proprietorships and partnerships registered through SSM’s EzBiz service are open only to Malaysian citizens and permanent residents, so a foreign founder chooses among the four forms above, and for trading, services and manufacturing in Malaysia that usually means the Sdn Bhd. Labuan, a federal territory of Malaysia, runs a separate offshore regime with its own statute and its own regulator, Labuan FSA. If most of your business is international rather than Malaysian, our Labuan company guide explains when that route fits better than a Sdn Bhd.
| Requirement | Rule | Section |
|---|---|---|
| Shareholders | At least one and at most fifty; individuals or companies of any nationality; a corporate shareholder provides a consent document from that body | ss.9, 42 |
| Directors | At least one natural person aged 18 or over, not an undischarged bankrupt and without a criminal conviction; each consents in writing and declares they are not disqualified | ss.196, 201 |
| Resident director | The minimum number of directors must have a principal place of residence in Malaysia; an alternate director does not count | s.196(4) |
| Company secretary | A citizen or permanent resident living in Malaysia, qualified through a professional body in the Fourth Schedule or an SSM licence and registered with SSM; appointed within 30 days of incorporation | ss.235, 236, 241 |
| Registered office | An address in Malaysia, open and accessible to the public during ordinary business hours; a change is notified within 14 days | s.46 |
| Share capital | No minimum; at least one share; shares have no par value | ss.9, 74 |
| Constitution | Optional for a company limited by shares; if adopted, lodged within 30 days of adoption | SSM guidance |
| Beneficial owners | Identified, recorded and lodged with SSM within 60 days of the secretary’s appointment | ss.60A to 60C |
The resident director rule is narrower than many summaries suggest. Section 196(4) asks only that the minimum number of directors, one for a Sdn Bhd, “ordinarily reside in Malaysia by having a principal place of residence in Malaysia”. It sets no citizenship test and no count of days, so a foreign national whose home is in Malaysia qualifies, and any further directors may live anywhere. The secretary rule is stricter, because the secretary must be a Malaysian citizen or permanent resident. Singapore, which also insists on a locally resident director, ties its secretary rule to residence alone, as our Singapore company guide explains.
If nobody in your business has a home in Malaysia, we can arrange the resident director and the company secretary, and a nominee shareholder where you want one, through a company secretary qualified and registered with SSM, who is a reporting institution under the Anti-Money Laundering Act for these services; a nominee director owes every duty of a director and may not put the nominator ahead of the company (section 217), and the real owners are recorded as beneficial owners in the company’s register and lodged with SSM, because the Act excludes nominees from that definition.
| Step | What happens |
|---|---|
| 1. Activity check | Some activities need another authority’s approval first: SSM asks for local authority approval for licensed money lending, and foreign involvement in distributive trade needs the domestic trade ministry’s approval |
| 2. CRS account | The person lodging registers on CRS as an individual or professional user; SSM’s guidance on CRS access is addressed to company secretaries |
| 3. Name | Confirm that the name is available and reserve it, which holds it for 30 days from lodgement unless SSM allows longer, or use direct registration, which combines the name search and the incorporation; the name ends with “Sdn. Bhd.” |
| 4. Section 14 application | SSM’s Super Form: name, private status, nature of business, registered office, each shareholder’s identification, nationality and ordinary residence, the principal residence of each director and of the secretary, and the shares taken |
| 5. Director statements | Each director confirms consent to act and that they are not disqualified |
| 6. Registration | SSM enters the company in the register, assigns its registration number and issues a notice of registration; a certificate of incorporation is issued only if the company applies for one |
| 7. First 30 days | Appoint the first secretary; notify director and secretary particulars within 14 days; lodge any constitution within 30 days of adoption |
| 8. First 60 days | Record the beneficial owners in the company’s register and lodge them with SSM through e-BOS |
SSM’s client service charter, whose image still carries the old MyCoID label, states that a company incorporation is processed within one working day.
Can a foreigner register a company in Malaysia? Yes, and own all of it. The Malaysian Investment Development Authority (MIDA) states that the Companies Act 2016 sets no equity conditions on Malaysian companies; conditions come instead from the ministries and agencies that issue approvals, licences and permits for particular activities. Manufacturing has been open to 100% foreign ownership of new projects since June 2003, while regulated sectors such as banking or insurance follow their regulator’s own rules.
Distributive trade has conditions of its own. Wholesale, retail, franchise and direct selling businesses with foreign participation fall under the domestic trade ministry’s guidelines. MIDA’s guide to them says that every proposal for foreign involvement needs the ministry’s approval, that such companies must appoint at least one Bumiputera director and send the ministry annual financial reports, and that some formats, such as small supermarkets and provision shops, are closed to foreign participation.
Capital matters as soon as the company wants foreign staff. Before it can apply for expatriate passes, a company registers with the Expatriate Services Division (ESD), which expects paid-up capital of RM500,000 for a 100% foreign-owned company, RM350,000 for a joint venture with at least 30% foreign equity, and RM1,000,000 for a foreign-owned company in wholesale, retail and trade, which must also hold its WRT licence. These are ESD conditions for hiring expatriates, not company law.
Money can move out as well as in. Under Bank Negara Malaysia’s foreign exchange policy a Sdn Bhd counts as a resident whoever owns it, and non-resident shareholders may repatriate profits, dividends and the proceeds of selling their investment, in foreign currency.
| Obligation | Rule for a new Sdn Bhd |
|---|---|
| Income tax file | LHDN assigns a company tax identification number automatically to companies incorporated online with SSM; others register through e-Daftar on MyTax |
| Tax estimate | Form e-CP204 within three months of the date business starts |
| Tax return | Form C within seven months after the accounts closing date |
| Service tax | Registration once taxable services exceed RM500,000 in 12 months; RM1,500,000 for food and beverage, private healthcare and construction work |
| Sales tax | Registration for manufacturers whose taxable sales exceed RM500,000 in 12 months |
| e-Invoicing | Required through MyInvois for every turnover band since 1 January 2026, with an exemption for annual turnover below RM3,000,000 |
| Annual return | Every calendar year within 30 days of the incorporation anniversary, starting the year after incorporation |
| Financial statements | First set within 18 months of incorporation, then within six months of each year end; circulated to members and lodged with SSM within 30 days, in ringgit |
| Audit | Required every year unless SSM’s Practice Directive 10/2024 exempts the company; for financial periods from 1 January 2026 it must meet two of three tests over three years: revenue up to RM2,000,000, total assets up to RM2,000,000, up to 20 employees |
Foreign ownership shows in the tax bill through the SME rate: 15% on the first RM150,000 of chargeable income and 17% up to RM600,000 apply only where no more than 20% of the paid-up capital belongs to foreign companies or non-Malaysian citizens, so a wholly foreign-owned Sdn Bhd pays the standard 24% from the first ringgit.
Speed is rarely the reason in Malaysia: SSM’s charter gives one working day for an incorporation, and buying a company still means a stamped share transfer, new officers and fresh notices to SSM. A ready-made company earns its place when an earlier incorporation date matters to customers, a tender or a counterparty, or when you want a company that already has a record of lodged annual returns. The transfer, the stamp duty and the checks to run are explained on shelf companies in Malaysia, and the idea in general in our guide to off-the-shelf companies.
Our part in a Malaysian formation: we can form a new Sdn Bhd or supply a ready-made one, prepare the incorporation or transfer documents and the filings with SSM, and help prepare the bank application. Where we have a working contact at a suitable bank, we can introduce you, and the bank alone decides. Banks and what they ask for are covered on bank accounts for Malaysian companies, and the country as a whole on our Malaysia company guide.
Check that your activity needs no prior approval and choose an available name ending in “Sdn. Bhd.”, then file SSM’s section 14 application on the Corporate Registry System with the shareholders, a resident director, a registered office in Malaysia and the shares. SSM assigns a registration number and issues a notice of registration. Within 30 days the company appoints a qualified secretary, and within 60 days of that appointment it lodges its beneficial owners.
Yes. A foreigner may own 100% of a Sdn Bhd, because the Companies Act 2016 sets no equity conditions; limits come only from sector approvals, such as the domestic trade ministry’s rules on distributive trade. The company still needs a director whose principal place of residence is in Malaysia and a secretary who is a Malaysian citizen or permanent resident. Sole proprietorships and partnerships, by contrast, are reserved for citizens and permanent residents.
It needs a resident director, not necessarily a Malaysian one. Section 196(4) requires the minimum number of directors, one for a private company, to have a principal place of residence in Malaysia, and it contains no nationality test. A foreigner who lives in Malaysia can fill the role, and other directors may live abroad. An alternate director does not count towards the resident minimum.
Not in company law: one share is enough and shares have no par value. Paid-up capital thresholds come from other bodies. The Expatriate Services Division expects RM500,000 from a 100% foreign-owned company that wants to hire expatriates, and RM1,000,000 from a foreign-owned wholesale, retail or trade company. On the tax side, paid-up capital above RM2.5 million ends eligibility for the SME rates.
SSM’s client service charter states that a company incorporation is processed within one working day, and that applications received before 12 noon are notified on the same day. That figure is SSM’s processing of a complete application. A name that SSM refuses, or an activity that needs another authority’s letter before incorporation, has to be resolved first.
That depends on the activity and the premises. Registration with SSM creates the company but does not license every trade. Local authority (PBT) licences apply where the council requires them for the premises or the business, the domestic trade ministry approves foreign participation in distributive trade, and regulated activities, such as money lending, need their own authority’s approval before trading starts.
Planning a Sdn Bhd and unsure about the resident officers or a sector approval? Tell us the activity and who will own the company, and we will set out what the formation needs and whether a ready-made company would serve you better. You can also write to us on Telegram or WhatsApp at +48 663 247 166.