sdn bhd registration

Company Registration

JM Consultants PLT/We help to incorporate and register new company (Sendirian Berhad, Sdn Bhd) in Johor Bahru, Malaysia. Our company registration and incorporation service will guarantee only the minimum effort from you side, and acting on your behalf we will take care every setup work that required for the company to operate in real world. You will also receive further assistance from us when company registration is done and operating, such services can be accounting, secretarial, management or company advisory, those services are vital to your company and the choice of services will be at your decision.

info
Information Update

1. Since 31st January 2017, the incorporation of Sdn Bhd (Sendirian Berhad) will require only 1 person acting as director(SSM Announcement).

2. The rule of at least 2 person are required to incorporate Sdn Bhd is no more.

3. Any incorporation of Sdn Bhd (Sendirian Berhad) will be required to appoint a licensed Company Secretary for the company.

faq

Company Registration FAQ

How long does it take to process the application for incorporation for a company?
The application can be approved within one (1) working day with all requirements and documentation provided.
What are the basic documentations and information to incorporate Sdn Bhd?
  1. Three proposed company names with its meaning to perform name search to check availability before reserving it;
  2. Photocopy of shareholder and director’s NRIC or passport;
  3. Documentation such as tenancy agreement to prove your residential address of all directors (if different with NRIC);
  4. Amount of paid up capital;
  5. Shareholding percentage of each Shareholders; and
  6. All Shareholders and Director’s email address, contact number and occupation.
  7. Business address if any
What condition(s) must be met if a foreigner wishes to form a company in Malaysia?
The requirement for foreign director/member:
  1. must be above 18 years old.
  2. those who named as the director of company should have a principal or only place of residence within Malaysia (Section 196 (4) (a) of the Companies Act 2016).
What are the minimum requirements to form a Malaysia Company (Sdn Bhd)
The requirements to form a company are:
  • a minimum paid-up capital of RM1 only
  • a minimum of one (1) subscriber to the share(s) of the company
  • a minimum of one director who are at least 18 years of age and are residing in Malaysia. He/she is not a bankrupt and has not been convicted and imprisoned for a period of past 5 years.
  • a minimum of one Company Secretary (Company Secretary must be a member of any one of the prescribed professional bodies or licensed by the SSM).
  • must have a registered office in Malaysia to which all communications and notices may be addressed. It is normal practice in Malaysia to have the secretarial office as the registered office.
What is different of Company vs Sole Proprietor vs General Partnership and LLP in Malaysia?
Company (Sdn Bhd)Limited Liability Partnership (LLP)PartnershipSole Proprietorship
Capital ContributionShare CapitalPartners ContributionPartners ContributionOwner Contribution
Legal Owner of EntityShareholdersPartnersPartnersSole Proprietor
Max no. of OwnerNo maximum number, unless private company (50 persons)More than 2 persons and no maximum limitMore than 2 persons(but not more than 20 persons)Single person
Legal StatusSeparate legal entitySeparate legal entityPartnersSole Proprietor
Law and RegulationCompanies Act 2016Limited Liability Partnership Act 2012Registration of Business Act 1956Registration of Business Act 1956
Responsible person to business managementBoard of DirectorsPartnersPartnersSole Proprietor
Statutory Audit RequirementYesNo compulsoryNoNo
Company Secretary/Compliance officerYes, Company SecretaryYes, Compliance OfficerNoNo
Income tax statusTax on CompanyTax on LLPTax on PersonalTax on Personal
Income tax rateOn 18% on 1st RM500,000 and 24% on next RM500,000 onwardsOn 18% on 1st RM500,000 and 24% on next RM500,000 onwardsScale rate from 0% to 28%Scale rate from 0% to 28%
What are the compulsory documents need to be lodged annually to SSM?
  1. Annual return as accordance under Section 68 (local company) and Section 576 (foreign company); and
  2. Financial statement as accordance under Section 259 (1) of the Companies Act 2016
When must a company lodge its Annual return?
As per s68 and s576 of the Companies Act 2016:- Annual Return need to be lodged within 30 days from the anniversary of its registration date in Malaysia within such further period as the Registrar in special circumstances allow.
When must a company lodge its financial statement to the Registrar?
As per s259(1) of the Companies Act 2016:- Private Company- within 30 days from the financial statements and reports are circulated to its members
Public Company- within 30 days from its Annual General Meeting
What is the penalty if a company fails to lodge the Annual Return to SSM?
As per s68(9) of the Companies Act 2016:-
A company and every officer who contravene this section commit an offence.
On conviction, be liable to a fine not exceeding RM 50,000.
In the case of a continuing offence, a further fine not exceeding RM1,000.00 for each day during which the offence continues after conviction.
What is the penalty if a company fails to lodge its Financial Statements?
As per s259(3) of the Companies Act 2016:-
Every officer who contravene this section commit an offence and shall,
On conviction, be liable to a fine not exceeding RM 50,000.
In the case of a continuing offence, a further fine not exceeding RM1,000.00 for each day during which the offence continues after conviction.
What kind of accounting documents should I prepared when start my business?

Business transactions are nearly always recorded on a document. These documents are the source of the information in the accounts. General documents included:

  • Quotation
  • Sales / purchase order
  • Delivery / Good received note
  • Invoice
  • Credit / Debit note
  • Till receipt
  • Payment voucher
  • Staff timesheet
  • Inventory list

Different nature of business may adopt different types of documentation in order to fit their requirements.

What is the ‘Drawings’ account?
Drawing are the amounts of money taken out from business by its owner. This account will cumulative all the balances.
When is the financial year for sole proprietor, partnership, companies and LLP?
Sole proprietor : Calender year end, 31 December
Partnership : Calender year end, 31 December
Companies : Companies are allowed to choose its financial year end. Thereafter, companies are permitted to change their year end subsequently. However, they must prepared their financial statements within 18 months since first incorporation.
LLP : The bill is silent on whether LLP is allowed to select its financial year end instead of calendar year end, based on the existing rule governing the conventional partnership.
What is the best practice for accounting documents retention?
  1. Period for keeping records

    According to ITA1967, taxpayers are required to keep sufficient records for a period of 7 years from the end of the year to which income from the business relates, as provided under paragraph 82(1)(a) of the Act, to enable the DGIR to ascertain income or loss from the business.

  2. Places for keeping records

    Subsection 82(8) further provides that all records relating to any business in Malaysia must be kept and retained in Malaysia. Records and books of accounts should be kept at the office premises of the person in Malaysia. If the records and books of accounts for operations outside Malaysia are kept outside Malaysia, the records and books of accounts should be produced at the office premises of the person in Malaysia, when requested by the Director General.

  3. ‘Records’ under subsection 82(9) including
    • General requirements

      A person should keep records including a cash book, a sales ledger, a purchases ledger and a general ledger. The type of books of account that should be kept will depend on the nature and the size of the business or activity. The following requirements should be complied with:

      1. The books of account should be written up at regular intervals. Appropriate entries for each transaction should be recorded as soon as possible (in any case not later than 60 days after the transaction).
      2. Supporting documents such as invoices, bank statements, pay-in slips, cheque butts, receipts for payments, payroll records and copies of receipts issued should be retained.
      3. Receipts issued should be serially numbered. Where the gross takings for a year exceeds RM150,000 from the sale of goods or RM100,000 from the performance of services, receipts issued must be serially numbered.
      4. A valuation of the stock in trade or work in progress should be made at the end of each accounting period and the appropriate records maintained

    • Records maintained in electronic or manual form
      records and documents
  4. Records to be kept in the national language or English

    Records and books of accounts should be written in the national language [Bahasa Malaysia] or the English language. If the records and books of accounts are written in a language other than the national language or English, a written translation is to be provided, at the expense of the person, when requested by the Director General.

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