Short answer. To register a Sdn Bhd you choose and reserve a company name, appoint at least one director who ordinarily lives in Malaysia and at least one shareholder, prepare the company’s details and constitution, and submit the application to SSM online. Once approved, SSM issues the Certificate of Incorporation. A company secretary must then be appointed within the period the Act allows.
Axecta provides company incorporation for companies across Malaysia. Talk to our team.
In this article
- Before you start: structure, name and people
- Step-by-step registration process
- Name reservation and approval
- Constitution and shareholder details
- Director and company secretary requirements
- Timeline and what you receive
- Do it yourself or use an agent
- What SSM’s own guidance says
- The two routes compared
- A sample timeline for a first-time founder
- Constitution: optional but useful
- Frequently asked questions
Before you start: structure, name and people
Decide four things before you apply.
- Structure. A Sdn Bhd (private company limited by shares) is common for trading and service businesses. If you are unsure, compare it with a sole proprietorship in sole proprietorship vs Sdn Bhd.
- Name. Choose a name that is available and acceptable to SSM, and has a suitable ending for a private limited company.
- People. The Companies Act 2016 requires at least one director, and at least one director must ordinarily live in Malaysia. A private company needs at least one shareholder.
- Business activity. Decide what the company will do, because some activities need licences and some have ownership or capital conditions.
Step-by-step registration process
- Search and reserve the company name on SSM’s system.
- Prepare the incorporation details: registered address, business address, nature of business, directors, shareholders, share capital and company secretary.
- Prepare the constitution if the company will have one. The Companies Act 2016 makes a constitution optional, though many companies adopt one to tailor the rules.
- Gather consents and identity documents from directors, shareholders and the secretary. See what documents are needed.
- Submit the application online through SSM’s system, and pay the government fees.
- Receive approval and the Certificate of Incorporation with the company number.
Name reservation and approval
Need this done for you? Axecta’s company incorporation team can handle this for your company. See the company incorporation service.
SSM checks that the name is not the same as, or too similar to, an existing one, and that it is not prohibited or misleading. Approval of a name is time-limited, so be ready to complete the application within the period SSM allows.
Constitution and shareholder details
Shareholders receive shares in the company. You need to decide the number and type of shares, who holds them and how the share capital is paid. If you have a constitution, it can cover matters like share transfers, directors’ powers and meetings. The Act’s default provisions apply where there is none.
Director and company secretary requirements
Directors must meet the legal criteria, including age, not being disqualified and, for at least one director, ordinarily residing in Malaysia. A company secretary must be appointed within the period the Act specifies, and must be a person qualified under the Act. See when must a Sdn Bhd appoint a company secretary.
Timeline and what you receive
The approval time varies and depends on whether the information is complete. You receive the Certificate of Incorporation and access to the company’s profile. Keep these in the company’s records and give copies to the bank and your accountant.
Do it yourself or use an agent
You can apply directly. Many founders use a company secretary or incorporation specialist to avoid rejections, fix the structure and to start the compliance calendar properly. Axecta prepares the application, advises on structure and share capital, and supplies the company secretary so that compliance is in place from day one. Costs are covered in cost of setting up a Sdn Bhd.
What SSM’s own guidance says
SSM publishes Guidelines for the Incorporation of a Local Company and a page on submitting incorporation particulars. Key points drawn from SSM materials:
- A private company needs at least one director (section 196(1) of the Companies Act 2016), and it is sufficient that at least one director has their principal place of residence in Malaysia (section 196(4)).
- A company secretary must be appointed within 30 days after incorporation, and must be a natural person aged 18 or over, a citizen or permanent resident of Malaysia, and a member of a prescribed body or licensed by SSM (section 235).
- You can reserve a name first (name search page) or use the direct-registration route that combines name search and incorporation. If you reserve a name, SSM’s materials say the reservation lasts 30 days from approval, so you must incorporate within that period unless an extension is granted.
The two routes compared
| Name reservation first | Direct registration | |
|---|---|---|
| Steps | Search and reserve, then submit incorporation | Submit name and incorporation together |
| Time limit | Incorporate within the reservation period | None separate |
| Best for | When you need the name secured before documents are ready | When documents are ready now |
A sample timeline for a first-time founder
- Day 1 to 3: decide the structure, directors, shareholders and shares; collect documents.
- Day 4: name search; reserve or go direct.
- Day 5 to 7: prepare and review the incorporation submission and consents.
- After approval: receive the Certificate of Incorporation, appoint the secretary within the period SSM states, then follow the first weeks checklist.
These are planning steps, not promised processing times. SSM sets the actual timing.
Constitution: optional but useful
SSM’s FAQ on the Companies Act 2016 explains the constitution under the Act. A company can operate without one, relying on the Act’s default rules, but many choose one to tailor share transfer, director and meeting provisions. Decide before you incorporate, since changing later needs a formal resolution.
Frequently asked questions
How long does registration take?
It depends on SSM’s processing and on whether your application is complete and accurate. Check SSM for current expectations, and prepare the documents in advance to avoid delays.
Can a foreigner own a Sdn Bhd?
Foreign ownership is possible for many activities, but some sectors have equity or licensing conditions. Confirm the rules for your activity before you apply.
How many directors are needed?
At least one, and at least one director must ordinarily live in Malaysia, as required by the Companies Act 2016.
Can I register online?
Yes, incorporation is done through SSM’s online system. Axecta can submit it for you.
Can I reserve a name before incorporating?
Yes. SSM’s name search materials describe a reservation that lasts 30 days from approval.
Is a constitution required?
The Companies Act 2016 makes it optional. Many companies adopt one anyway.
Where is SSM’s incorporation guideline?
On SSM’s website under Legal Framework, Guidelines for the Incorporation of a Local Company.
Ready to incorporate without the paperwork?
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Keep reading
- Cost of Setting Up a Sdn Bhd in Malaysia
- What Documents Are Needed to Register a Company in Malaysia?
- What to Do After Incorporating a Sdn Bhd
- Who Can Be a Director in Malaysia? Eligibility, Residency and Disqualification
- Choosing a Business Structure in Malaysia: A Practical Checklist
- Sole Proprietorship vs Sdn Bhd
- How to Register a Company: the full guide
Official sources to check
This article is general information and not legal, tax or accounting advice for your company. Rates, thresholds, deadlines and procedures change, so confirm current requirements with the sources above or with Axecta.