Venue and personnel conditions for registering a Malaysian company
At least one person must be over 18 years old、Local directors whose principal place of residence is in Malaysia (e.g. Malaysian citizens、Permanent residents or foreigners holding legal work passes)。The director must have no record of bankruptcy,and have not been convicted of commercial crimes such as fraud at home or abroad。Directors may concurrently serve as shareholders。
At least 1 shareholder is required,Private Limited Company (Sdn. Bhd.) has a maximum number of shareholders of 50。Malaysia allows foreign investors to hold 100% equity in most industries,No nationality restrictions,Shareholders can be natural persons (need to be over 18 years old) or corporate legal entities。
A company must compulsorily appoint at least 1 legal secretary within 30 days of incorporation。The secretary must be an adult primarily residing in Malaysia,And be a member of SSM’s designated organization or a licensed secretary。Notice:The legal secretary must not be concurrently served by the company’s sole director or shareholder。
Must provide a valid local business address as registered office in Malaysia,Used to store legal documents (required to be kept for at least 7 years according to law) and receive government letters。The company name must be approved by the Companies Commission of Malaysia (SSM),Only English names accepted,And must end with "Sdn. Bhd." ending。
Capital requirements for registering a Malaysian company
The statutory minimum paid-up registered capital for a Malaysian private limited company is only Ringgit Malaysia 1 (RM 1),and no upper limit。Enterprises can independently set registered capital,However, the capital contribution period must be specified in the company’s articles of association (no more than 5 years at most)。If the registered capital exceeds RM5 million,Capital verification reports need to be submitted quarterly。
If the company is 100% controlled by foreign capital,And want to apply for an Employment Pass for foreign executives or employees,Its minimum paid-up registered capital must usually be RM500,000。
If a wholly foreign-owned enterprise is engaged in import and export、Dining room、Wholesale and retail trade (need to apply for WRT license),Minimum paid-up capital must be RM1 million;If you are engaged in manufacturing and apply for a MIDA industrial license,Shareholders’ funds need to be RM2.5 million and above。
If it is a joint venture with local Malaysians (local partners hold at least 50% of the shares),Minimum paid-up capital requirement may be reduced to RM350,000。
Compliance red lines for registering a Malaysian company
Application process for registering a Malaysian company
Applicants need to prepare 3 English company names and submit them to SSM for verification。After approval, the name will be retained for 30 days (can be extended to a maximum of 180 days),A fee of RM50 is required for each application.。The lead time is about 1-2 working days。
Confirm candidates for directors and shareholders,Establish equity structure and allocate shares。Collect passport copies of directors/shareholders,and a compliance statement signed by the directors or promoters to comply with the Companies Act 2016。
Completely fill in the company’s proposed business nature in the SSM official system (choose up to two items)、Registered address、Business address and personnel details,and pay the official registration fee of RM1,000。The lead time is about 1-2 working days。
After SSM reviews the information for completeness and receipt of payment,The Notice of Registration is usually issued within 1 working day and a registration number is assigned.,The logo company was formally and legally established。
Appoint legal secretary and auditor within 30 days after establishment。Hong Kong Xintong then assisted in arranging for the directors to conduct bank anti-money laundering (KYC) interviews to open accounts.,And apply to relevant departments for specific business licenses (such as WRT licenses) based on business needs。
Taxation and annual review of registered Malaysian companies
Annual Compliance and Tax Filing Guide for Malaysian Companies
Malaysia has a strict regulatory system for corporate compliance,Hong Kong Xintong sorts out the latest financial and taxation and annual review requirements for you:
| Compliance module | Latest policies and legal requirements |
|---|---|
| Annual audit exemption (2025new deal) | According to SSM Directive No. 10/2024,2025Starting from 2019, private companies will be exempted from audit if they meet two of the following three items::Annual income ≤ RM1 million、Total assets ≤ RM1 million、Employees ≤10 (the threshold will be raised to RM2 million/20 employees in 2026)。Note:Exemptions from audit still require submission of unaudited financial statements in accordance with MPERS/MFRS standards。 |
| MBRS 2.0 Electronic declaration | From June 1, 2025,All companies must submit annual returns (Annual Returns) and financial statements in XBRL format through the Malaysian Business Reporting System (MBRS),Complete cancellation of paper submissions。 |
| Electronic invoice (e-Invoicing) | LHDN is mandating electronic invoices in phases。2025Starting from July 1, 2020, companies with annual turnover of 5 million to 25 million ringgit will be covered.;2026Comprehensive coverage of all enterprises from January 1, 2020 (micro-enterprises with an annual turnover of less than RM1 million are temporarily exempted)。A separate electronic invoice must be issued for a single transaction exceeding RM10,000.。 |
| Corporate income tax rate advantage | Private Limited Company (Sdn Bhd) if it meets the conditions of Small and Medium Enterprises (SME),The first RM150,000 of taxable income is only taxed at 15% or 17%,The excess amount is taxed at 24%。In comparison,LLP partnership profits are taxed at a uniform rate of 24%。 |
Frequently Asked Questions about Registering a Malaysian Company(FAQ)
It is legally allowed to have no actual business after registration (you can apply to SSM for a dormant company to be exempted from audit),But must have a real local registered address in Malaysia,And appoint at least 1 local director resident in Malaysia and 1 licensed legal secretary。also,You will face extremely strict anti-money laundering (KYC) checks when opening a bank account,It is extremely difficult to open an account for a shell company with no local substantive operations.。
The basic statutory threshold is only RM1。But when it comes to actual implementation, the threshold is extremely high.:If you need to apply for a work pass for a foreign employee,Paid-up capital required is RM500,000;If you are engaged in wholesale and retail trade (you need to apply for a WRT license),Must reach RM1 million;Applying for an industrial license in the manufacturing industry requires RM2.5 million。
Absolutely not。Foreign enterprises in the form of limited liability partnership (LLP) cannot apply for employment passes (Employment Passes) for foreign employees.,It is also impossible to apply for wholesale and retail trade licenses (WRT Licenses)。If foreign capital wants to carry out such business,A private limited company (Sdn. Bhd.)。
need。A Malaysian branch office is not legally considered a separate entity from the foreign parent company。any debts incurred by it、Breach of commercial contract and legal liability,are absolutely binding on overseas parent companies and can be enforced。Hong Kong Xintong strongly recommends that foreign investors register independent private limited companies to completely isolate risks。
According to SSM Practice Directive No. 10/2024,2025Private companies will be exempt from audit if they meet at least two of the following three criteria::1. Annual income ≤ RM1 million;2. Total assets ≤ RM1 million;3. Number of employees ≤10 people。but please note,Exemption from audit does not mean exemption from accounting,Companies are still required to prepare and submit unaudited financial statements in accordance with statutory accounting standards。
The punishment is extremely severe。Under the Companies (Amendment) Act 2024,All entities must report within 14 days of the creation or change of beneficial ownership information.,Submit updates via electronic system (e-BOS)。Failure to comply is a criminal offense,Face a fine of up to RM20,000,An additional fine of RM500 will be imposed for each day the violation continues.。
unnecessary。different from china,The Malaysian Companies Act does not mandate that the financial year must be from January 1 to December 31。Your company can decide its own financial year end date,The only mandatory statutory requirement is:The first financial year cannot exceed 18 months after the company is established。
usually yes。To comply with the Anti-Money Laundering and Counter-Terrorism Financing Act (AMLATFA),Bank of Malaysia strictly scrutinizes foreign-invested enterprises,All directors or authorized signatories are usually required to travel to Malaysia in person for an interview。Very few banks accept witnessing from overseas branches,However, communication costs and time cycles will increase significantly.。
Absolutely prohibited。Nominee Director only meets statutory registration conditions,Absolutely not participate in the daily operations of the company,Cannot be a signatory on a bank account,Nor can they sign invoices or business contracts on behalf of the company.。And because it bears extremely heavy personal legal liability,Secretarial companies usually charge high risk deposits。
The Malaysian Revenue Department (LHDN) is mandating electronic invoicing (e-Invoicing) in phases,2026will be fully covered by。Currently only certain entities are exempt:foreign diplomatic missions、Individuals who do not carry out commercial activities、statutory authority,and micro enterprises with annual revenue less than RM1 million。
Yes。According to the Industrial Coordination Act 1975,Any company engaged in manufacturing,If shareholders’ funds (paid-in capital + reserves, etc.) reach RM2.5 million and above,or 75 or more full-time salaried employees,Must apply for industrial license from MITI/MIDA。Currently, foreign investors can hold 100% equity in new manufacturing projects.。
Yes。According to the latest regulations of the Malaysian Communications and Multimedia Commission (MCMC),Social media and communication platforms with more than 8 million users in Malaysia must apply for operating licenses。Platforms that fail to register in compliance will be directly deemed to be operating illegally,And subject to strict supervision and penalties under the Cybersecurity Law of 2024。

