The questions
clients ask most

Yes. Incorporating the company and licensing the premises are two separate stages. You can complete the incorporation first, then settle on an office address and apply to the local authority for that area for a business licence.

Yes. At the registration stage, a foreigner can be the sole shareholder of a Malaysian private limited company (Sdn. Bhd.). But being incorporated does not mean you can start every kind of business straight away. In a regulated industry you still need to confirm the sector licence involved, the permitted foreign equity ratio and the capital requirements that apply.

A private limited company needs at least one director who is “ordinarily resident in Malaysia” and whose principal residential address is in Malaysia. That director does not have to be a Malaysian citizen. A foreigner who meets the residence condition can take the role.

Usually the proposed company name, the main business activities and MSIC code, the registered and business addresses, personal details of the directors and shareholders, the shareholding split and issued share capital, and KYC documents for the directors, shareholders and ultimate beneficial owners, plus anything further required by your business or chosen name. SSM reviews the company name, nature of business, addresses and director and shareholder details at the point of registration. We will give you the full document checklist.

Not necessarily. The registered office is where official documents from the government and SSM are received and where the statutory records are kept. The business address is where the company actually operates. The two can be recorded separately to suit your situation, and if either changes later you should tell your company secretary promptly so the update is filed with SSM.

Not necessarily. SSM's notice of registration (section 15) and certificate of incorporation (section 17) only confirm that the company itself has been incorporated. To operate at a physical address you normally also need a business licence from the local authority, and if you put up signage you usually need a signboard licence as well.

Yes. Appointing a licensed company secretary is a mandatory requirement of the Companies Act 2016 for every Malaysian company. The company secretary keeps the statutory documents and registers, maintains the minutes, and advises on secretarial, compliance and corporate matters. It is a statutory service under government regulation.

There are usually four. First, the company secretary fee: a licensed secretarial firm must be appointed and the annual return filed with SSM each year. Second, bookkeeping, handled by an in-house accountant or outsourced to an accounting firm. Third, the statutory audit, which by law must be carried out for each financial year by a licensed third-party audit firm. Fourth, the corporate tax filing, made for each financial year. The audit is performed independently by a licensed third-party auditor. GXY can support you on the company secretarial, bookkeeping and tax filing side of compliance.

The annual return is a yearly filing to SSM, made every year from the date of incorporation, covering the company's directors, shareholders, company secretary and similar details. The audit report is a yearly independent review of the company's financial position, taking in the bookkeeping, the audit itself and the tax filing, and it is carried out by a licensed third-party auditor. A new company's first audit may be done in the 18th month after incorporation, and every 12 months after that. The two are separate statutory obligations.

The financial year end is the date on which the company closes its books. In China this is normally December. In Malaysia the company decides for itself: a new company may pick any month within 18 months of incorporation as its financial year end.

Under the rules the audit must be completed and filed within 6 months of the financial year end, and a late filing may attract a penalty. The audit is carried out by a licensed third-party auditor.

No. The business licence is administered by the local authority for the area where your premises sit, so its name, the supporting documents, the fees, the approval conditions and the validity period can all differ between local authorities such as DBKL, MBPJ, MBSA and MBPP.

No. A business licence covers only the premises and the activities stated on it. In a regulated industry you may still need a manufacturing licence, a food and beverage permit, CIDB, WRT, MOTAC or another specific approval.

You will normally need to update the business address with SSM and either reapply for or amend the business licence with the local authority covering the new address. The licence for the old address should also be cancelled, or left to lapse, as the rules require.

Generally, a company with foreign equity that carries on wholesale, retail or distributive trade locally should consider applying for the Wholesale, Retail and Trade (WRT) licence.

A new company incorporated through SSM's online system is normally given a corporate tax identification number (TIN) automatically. After incorporation you should check in the MyTax system that the number and the details are correct. If none was generated, you can apply through e-Daftar in MyTax. Note that having a tax number is not the same as being fully tax compliant. Once the company starts trading it still has to file the tax estimate, the corporate income tax return and any other registrations that apply.

Corporate income tax is filed once a year, but there is an “estimated tax” mechanism: a company normally has to submit its tax estimate within 3 months of starting operations, and the estimate may then be revised several times during the year as the rules allow.

There is no VAT, but there is the Sales and Service Tax (SST). Whether you have to register depends on the nature of your business and the turnover threshold.

The maker is the person who submits the payment amount in online banking. The checker is the person whose review and approval a payment needs before any money leaves the account. The authorised signatory may be a director, or another person the company appoints internally, with authority covering cheque requests, changes to account details, account closure and the signing of cheques.

Not necessarily. Under section 60A of the Companies Act 2016 and SSM's Guidelines for the Reporting Framework for Beneficial Ownership of Companies, a beneficial owner must be a natural person. A corporate entity cannot be named as one. A person qualifies if any one of the following applies: they hold, directly or indirectly, not less than 20% of the shares, or not less than 20% of the voting shares (ordinary shares only); they have the right to exercise ultimate effective control over the company, its directors or its management; they have the right or power to appoint or remove a director who holds the majority of the voting rights at meetings of directors; or they are a member who, under an agreement with another member, alone controls a majority of the voting rights. A person holding less than 20% still qualifies if they exercise significant control or influence over the company. A beneficial owner is therefore not necessarily a shareholder. The company must record their full name, residential address, nationality, date of birth, NRIC or passport number, email address (if any) and the criteria under which they qualify, and your company secretary lodges this with SSM. Please note that banks apply a different test: for anti-money-laundering due diligence Bank Negara Malaysia works from a threshold of more than 25% ownership or equity interest and applies a cascading identification process, separate from SSM's 20% threshold, and both must be satisfied. The applicable position is determined by SSM's latest guidelines and each bank's own requirements.