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5 important things to figure out before registering your company

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To ensure a smooth company registration process of your Sdn Bhd, it is important to figure out some information in advance before the application.

Company registration is a significant step towards the launching of a business, to say the very least. Understanding the legal requirements and information needed for the registration of your Sdn Bhd in advance not only saves you the considerable hassle many associate with filling out the incorporation form; it also allows you to fully channel your focus into making those major decisions that truly matter to your company e.g. doing market research, drawing up business plans, obtaining funding, etc.. As such, we’ve compiled a list of details that should be figured out prior to submitting the incorporation form to help you in the process of successfully registering your Sdn Bhd in Malaysia.

Company and business information

Proposed company names

According to the guidelines for naming a company issued by the Companies Commission of Malaysia (SSM), it’s imperative that your proposed company name:

  • Does not suggest connections with the Royal families or governmental bodies and authorities with words like 'royal', 'federal', and 'ASEAN'.
  • Is not misleading regarding the nature of business.
  • Is not blasphemous or likely to be offensive.
  • Does not resembling or may be mistaken for another registered company.
  • Does not suggest connections with activities controlled by other laws such as 'insurance', 'estate agent', and 'takaful' unless written approval from the relevant agency is obtained.
  • Does not suggest connections with activities regulated by government agencies or professional bodies with words like 'architect', 'co-op' and 'engineer' unless written approval from the relevant agency is obtained.

Complete intelligibility is important in naming your company. If the proposed company name contain words outside of the Malay and English language, you need to explain the meaning of such words when filling in the company incorporation form.

Business nature and description

It is important to clarify the type of business your Sdn Bhd will be undertaking. All businesses in Malaysia are classified using the MSIC code. If you are unsure of which category your company falls into, it's best to consult a company secretary on this matter by providing a detailed description of your business purposes.

Business address and registered address

Your business address and registered address do not have to be the same. While a business address is where your business operations and activities are conducted, a registered address is usually the company secretary office where all communications and notices may be addressed and should be accessible to the public during normal business hours.

In the case that you do not have a physical office or shop, a business address is not required.

Your eligibility as the company director and shareholder

Director

Both Malaysians and foreigners may register a Sdn Bhd as the sole director and shareholder, providing the following conditions are fulfilled:

  • 18 years old and above
  • residing in Malaysia
  • not disqualified under Section 198 of Companies Act 2016

However, if you are a foreigner who does not reside in Malaysia, you need at least 1 resident director to register a Sdn Bhd. It is advisable to have a business partner based in Malaysia.

Shareholder

A Sdn Bhd can have up to 50 shareholders. During company registration, each shareholder will declare how many shares they hold. The value of each share is then determined where the total value of shares is equal to the total paid-up capital of the company. Once the company is registered and a business bank account is opened, each shareholder needs to transfer the amount into the business bank account according to the number of shares they hold.

The minimum paid-up capital to register a Sdn Bhd is RM1. This paid-up capital declared during company registration can be changed later. Hence, it is advisable to cap the paid-up capital at RM10,000 and increase it when you have the fund after the company is incorporated. It is illegal to declare a paid-up capital amount that you do not have yet.

Documents needed

MyCard / Passport

A requisite document in the process of registering a Sdn Bhd, the MyCard / Passport needs to be presented for identity validation purposes. If you decide to register your company through the MyCoID portal, you are required to present your MyCard / Passport at the SSM counter when first creating an account on the portal. Otherwise, registering your company through a digital company secretary like Foundingbird will require the validation of your MyCard / Passport via the e-KYC process for all directors and shareholders, without the need to present the document physically.

Authorisation letter for controlled words or trademark

In certain cases where the proposed company name contains controlled words or trademark, an authorisation letter from the respective authority or owner.

Payment needed

Charges by SSM

The SSM charges RM1,010 (inclusive of tax) of incorporation fee.

Charges by company secretary

If you engage with a company secretary to register your Sdn Bhd, a service fee is charged for filling the application. Besides, a monthly fee is required to appoint a company secretary for your Sdn Bhd as required by the Companies Act 2016 to have a company secretary within 30 days of company incorporation. These charges can vary according to the pricing methods of different company secretarial firms.

Out of 6 types of company registration in Malaysia, Sdn Bhd is the most common for entrepreneurs who want to start a business, especially when the Companies Act 2016 came into effect to simplify the mandatory compliances to form a private limited company. As the Malaysian government has taken initiatives to make company registration as easy as possible, entrepreneurs should not get bogged down by the traditional way of dealing with a company secretary which involves lots of paperwork and lengthy in-person appointments. Registering your Sdn Bhd should be a stepping stone to start your business, not a burden that costs you time and energy.

Foundingbird - Your digital company secretary in Malaysia

If visiting a SSM counter is too much of a hassle for you, consider registering your company through a digital company secretary. All you need to do is fill out the incorporation form and make a payment online. Following these quick and easy steps, an email will be sent to all directors and shareholders to carry out e-KYC for identity validation purposes. No more paperwork. No more in-person visits. No more hassle.

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Disclaimer: Information provided in this article is for general reference only. Please seek advice from company secretary, lawyer or other professionals according to your business's needs.