Quick answer
A Sdn. Bhd. is incorporated with SSM under Section 14 of the Companies Act 2016 and is typically registered in 3–5 working days. It needs at least one director and one shareholder (they can be the same person), at least one director who ordinarily resides in Malaysia (s.196), and a licensed company secretary appointed within 30 days. Foreigners can own 100% in most sectors.
Last reviewed: · Reviewed by:ONEKEY BIZ compliance team
01
Overview
A Sdn. Bhd. (Sendirian Berhad) is a private company limited by shares, incorporated with the Companies Commission of Malaysia (SSM) under Section 14 of the Companies Act 2016. It is a separate legal entity: the company owns its assets and contracts, and shareholders' liability is limited to the capital they put in.
It is the structure banks, landlords, government agencies and most clients expect. Nearly every licence you may need next — CIDB, business premise licences, the ESD account for work passes, WRT — is issued to a Sdn. Bhd.
The legal minimum is one director and one shareholder (they can be the same person), but at least one director must ordinarily reside in Malaysia under Section 196, and a licensed company secretary must be appointed under Sections 235–236. We guide foreign founders through both.
Who needs this
- Foreign founders setting up their first Malaysian entity
- Local entrepreneurs moving from an enterprise (Enterprise / PLT) to a Sdn. Bhd.
- Groups creating a Malaysian subsidiary or a separate project company
- Businesses that need CIDB, ESD or WRT — all require a Sdn. Bhd.
02
Documents you need to prepare
Company details
- 1–3 proposed company names in order of preference
- Nature of business and MSIC code(s)
- Proposed paid-up capital and shareholding split
- Registered office address, if you have one (we can provide one)
Every director & shareholder
- IC (Malaysians) or passport (foreigners) copy
- Residential address
- Email address and mobile number
- For corporate shareholders: certificate of incorporation, constitution and board resolution
Beneficial ownership
- Particulars of every natural person who ultimately owns or controls the company, for the register of beneficial owners
- At least one director must ordinarily reside in Malaysia (Section 196). If none of your directors do, ask us about a compliance-appointed resident director.
- The company name is subject to SSM availability and approval.
03
How to get it done with ONEKEY BIZ
- 1Structure consultation Day 1
We confirm shareholding, directors, resident-director arrangement and business codes.
- 2Name search Day 1–2
We check availability and reserve your preferred name with SSM.
- 3Section 14 lodgement Day 2–3
We prepare the declarations and consents and lodge the incorporation through MyCoID.
- 4Registration Day 3–5
SSM issues the Notice of Registration under Section 17.
- 5Post-incorporation set-up Done
First board resolution, statutory registers, share allotment and bank-opening resolution.
You do
- Choose names and business activity
- Provide director and shareholder documents
- Sign the consents and declarations
We do
- Advise on structure and resident director
- Run the name search and lodge the Section 14 application
- Prepare the first board resolution and statutory registers
- Act as company secretary from day one
04
What you receive
Official confirmation that your company is incorporated, with its registration number.
SSM record showing company details, directors, shareholders and registered address.
Covers registered office, secretary appointment, financial year end, share allotment and bank-account opening.
Registers of members, directors, secretaries and beneficial owners, plus share certificates for each shareholder.
Rules and requirements in detail
Real clients we've done this for
Official sources
Frequently asked questions
Can a foreigner own 100% of a Sdn. Bhd.?
Yes, in most sectors. Some regulated sectors (e.g. certain distributive trade) have extra conditions such as a WRT licence and higher capital.
What is the minimum paid-up capital?
The Companies Act has no general minimum — but licences you apply for later may require more (e.g. CIDB G3 RM50,000, WRT RM1 million).
Do I need a company secretary?
Yes. A licensed company secretary must be appointed within 30 days of incorporation under the Companies Act 2016.
