Sdn Bhd (Sendirian Berhad): Your Guide to Private Limited Companies in Malaysia

If you plan to conduct business in Malaysia, choosing a legal structure is essential. Among the various business entities available, the Sendirian Berhad (Sdn Bhd), or Private Limited Company, is the most popular choice for many formal businesses, mid-sized enterprises, and foreign companies.

This blog will provide a detailed overview of Sdn Bhd companies, covering their key characteristics, advantages, disadvantages, eligibility criteria, and the step-by-step process for registering a Sendirian Berhad company in Malaysia.

What is a Sdn Bhd company?

A Sdn Bhd company, short for Sendirian Berhad, is a private limited company structure registered under the Companies Act 2016 and under the supervision of the Companies Commission of Malaysia (SSM). It can be established by both locals and foreigners and is the most common form of business entity in Malaysia.

One of its key features is limited liability, which means that shareholders' personal assets are protected from the company's liabilities. Additionally, a Sdn Bhd company is recognized as a separate legal entity, allowing it to enter contracts, own assets, and conduct business transactions in its own name.

Key Features of Sendirian Berhad 

The Sdn Bhd companies has certain characteristics which are different for other entities in Malaysia 

1. Governed by Company Law 2016: Sdn Bhd companies operate under the regulations outlined in the Companies Act 2016, ensuring compliance with legal requirements and governance standards.
2. Limited Liability: Shareholders of the private limited companies enjoy limited liability, meaning their personal assets are protected from the company's debts and liabilities. Shareholders are only liable for debts up to the amount of their investment in the company.
3. Separate Legal Entity: These companies are recognized as a separate legal entity from its shareholders. This allows the company to own assets, incur debts, enter into contracts, sue, and be sued in its own name, distinct from its owners.
4. Perpetual Continuity: The existence of a Sdn Bhd company is not dependent on the lifespan of its shareholders or directors. It enjoys perpetual continuity, meaning it can continue to operate even if its founders or shareholders change, retire, or pass away.
5. Transferability of Ownership: Shareholders in a Sdn Bhd company have the flexibility to transfer or sell their shares to other individuals or entities. This transferability of ownership allows for easier succession planning, investment, and restructuring within the company.

Why choose Sdn Bhd in Malaysia?

Here are some compelling reasons to consider choosing Sdn Bhd in Malaysia:

1. Limited Liability: Shareholders' personal assets are protected, and they are not personally liable for the company's debts and liabilities beyond the amount of their share capital investment.
2. Separate Legal Entity: A Sdn Bhd can enter contracts, own assets, sue or be sued in its own name. This separation provides clarity in legal matters and protects the interests of shareholders.
3. Access to Funding: These entities can raise capital through equity or loans, and the company's status as a legal entity enhances its credibility, making it easier to attract investors and secure financing.
4. Tax Benefits: Sdn Bhd companies in Malaysia enjoy lower corporate tax rates( as low as 15%) and eligibility for tax incentives such as pioneer status and investment tax allowance. 
5. Perpetual Existence: A Sdn Bhd company has perpetual existence, meaning it continues to exist and operate regardless of changes in ownership or management. Even if shareholders or directors resign or pass away, the company remains intact, providing stability and continuity for the business.
6. Professional Image: Opting for a Sdn Bhd structure signals to clients, partners, and investors that the company is committed to compliance, governance, and long-term growth.
7. Foreign Ownership: Foreigners can fully own and operate a Sdn Bhd company.
8. Flexible Management: Shareholders have the autonomy to appoint directors, determine company policies, and allocate profits according to their preferences.

Requirements to incorporate a Sdn Bhd Company in Malaysia

To incorporate a Sendirian Berhad (Sdn Bhd) company in Malaysia, you'll need to fulfill several requirements. Here's a comprehensive list:

1. Company Name Reservation: Choose a suitable company name and reserve it with the Companies Commission of Malaysia (SSM). Ensure the name complies with guidelines regarding uniqueness, appropriateness, and legality.
2. Minimum Shareholders: A Sdn Bhd should have a minimum two and maximum up to 50 shareholders.
3. Directors: Appoint at least one director who must be a Malaysian resident with age above 18 years. Foreigners may also be directors if at least one resident director is appointed.
4. Company Secretary: Appoint a qualified company secretary within 30 days of incorporation. The company secretary must be a member of a prescribed professional body or licensed by SSM.
5. Registered Office: Maintain a registered office in Malaysia where official communications and notices can be sent and received.
6. Minimum Paid-Up Capital: Declare a minimum paid-up capital of RM1 during registration. However, it's recommended to have a higher amount to support the business's operations.
7. Memorandum and Articles of Association (M&A): Prepare the M&A, which outlines the company's constitution, objectives, and rules governing its operations.

Key Steps to Incorporating a Sdn Bhd

To register your company as a Sdn Bhd in Malaysia, follow these steps:

1. Visit the online MyCoID portal and create an account.
2. Verify Your Account:
   • After registering, verify and activate your account at an SSM counter.
   • You will receive your verified login credentials via email.
3. Search for Your Company Name:
   • Log in to the MyCoID portal and go to the Direct Incorporation Application.
   • Search for your proposed company name. If the name is already taken or contains inappropriate words, you will need to choose a different name.
4. Complete the Super Form:
   • Fill out the Super Form with the details of your proposed company name. If the name includes a controlled trademark, attach a letter of authorisation.
   • Select the appropriate business code that matches the nature and description of your company.
5. Enter Director and Shareholder Details:
   • Input the names and details of the company's directors and shareholders. The Myoid portal will list you as a director and shareholder by default, but you can add additional names.
6. Review and Submit:
   • Review all the entered information on the final page. Make any necessary changes.
   • Click the submit button to proceed to the transaction page.
7. Pay the Registration Fee:
   • Pay the fee of RM1,010.
   • You will receive a transaction receipt and your application will be submitted.

Disadvantages of Sendirian Berhad

While Sendirian Berhad (Sdn Bhd) companies offer numerous advantages, there are also some disadvantages to consider:

1. Statutory Compliance Requirements: Sdn Bhd companies in Malaysia need to comply with yearly statutory audits and the appointment of a company secretary. 
2. Higher Compliance Costs: Compliance costs for Sdn Bhd companies can be higher due to the need to engage services such as a company secretary and auditor. 
3. Complex Decision-Making Process: In Sdn Bhd companies, major decisions often require approval from the Board of Directors or shareholders. This can lead to a more complex decision-making process.
4. Limited Personal Touch: Unlike sole proprietorships or partnerships where the owner(s) have direct control over all aspects of the business, Sdn Bhd companies may face challenges in maintaining a personal touch with customers or clients. 

Statutory Compliance Requirements of a Sdn Bhd

A Sdn Bhd (Private Limited Company) in Malaysia must comply with several statutory requirements set by the Company Commissions of Malaysia (SSM). 

• Appointing Auditors: Newly incorporated companies must appoint auditors at least 30 days before the submission deadline of their first financial statements.
• Annual Return: A newly incorporated company has up to 18 months to lodge its first Annual Return. After that, the Annual Return must be lodged within 30 days of each incorporation anniversary.
• Maintaining Records: You must maintain an organized system for profit and loss accounts, balance sheets, registers, and other records.
• Notifying Changes: SSM must be notified of any changes in the details of directors, managers, and secretaries within 14 days of the change.

Conclusion

Sdn Bhd companies are popular due to their limited liability and status as separate legal entities. Additionally, private limited companies benefit from a preferential tax rate as low as 15%, compared to sole proprietorships, which are taxed at the personal rate of up to 24%.