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malaysia registration of company
Corporate Governance

How to Register a Sdn. Bhd. Company in Malaysia: Step-by-Step Guide

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malaysia registration of company Steps to Register a Sdn. Bhd. Company in Malaysia: ​ Malaysia registration of company incorporation vary depending on the type of company you intend to set up. Generally, there are two main types of companies: Private Limited Company (Sdn. Bhd.) Public Limited Company (Berhad) Among these, the Private Limited Company (Sdn. Bhd.) is the most commonly chosen structure due to its flexibility and legal protection. Below are the key requirements to set up a Sdn. Bhd. company in Malaysia. Requirements to Register a Private Limited Company (Sdn. Bhd.) in Malaysia 1. Paid-Up Capital A Sdn. Bhd. company in Malaysia can be incorporated with a minimum paid-up capital of RM1 only, making it highly accessible for startups and small businesses. 2. Shareholders A minimum of one (1) shareholder is required There is no maximum limit on the number of shareholders 3. Directors At least one (1) director is required The director must be 18 years old or above Must be ordinarily residing in Malaysia Must not be bankrupt and not convicted or imprisoned within the past five (5) years 4. Company Secretary Every Sdn. Bhd. company must appoint a qualified Company Secretary, who must be: A member of a prescribed professional body or Licensed by the Companies Commission of Malaysia (SSM) 5. Registered Office Address The company must have a registered office in Malaysia where all official communications and notices can be sent.In most cases, the company secretary’s office is used as the registered address. Information Required to Register a Sdn. Bhd. Company in Malaysia To proceed with the registration of a Private Limited Company (Sdn. Bhd.), the following information is required: Copy of Director’s and Shareholder’s IC or Passport Residential address of Director and Shareholder Race of Director and Shareholder Email address of Director and Shareholder Business address (if applicable) Paid-up capital amount Shareholding structure and percentage (if more than one shareholder) Nature of business of the proposed company Proposed company name Advantages of a Private Limited Company (Sdn. Bhd.) in Malaysia A Private Limited Company (Sdn. Bhd.) is the preferred business entity in Malaysia due to its separate legal identity and long-term business advantages. 1. Separate Legal Entity The company is legally separate from its owners Shareholders’ liability is limited to their capital contribution Personal assets of the owners are protected Creditors cannot claim shareholders’ personal assets if the company faces financial difficulties 2. Ability to Own Property A Sdn. Bhd. company can legally own assets such as: Land and buildings Vehicles Machinery and other business assetsAll assets are registered under the company’s name. 3. Easy Transfer of Ownership Shares can be easily transferred between shareholders New shares can be issued to attract investors Ownership changes do not disrupt business operations 4. Perpetual Succession The company continues to exist until it is legally dissolved Changes in shareholders do not affect the company’s existence 5. Strong Borrowing Capacity The company can open a corporate bank account Eligible to apply for business loans and financing under the company’s name 6. Lower Corporate Income Tax Sdn. Bhd. companies enjoy lower corporate tax rates Eligible for various government incentives and grants, such as: Investment Tax Allowance SME Digitalisation Grant Automation and Industry-related grants 📌 Important:If you own multiple businesses, the total combined turnover must be used to determine eligibility. Mandatory & Optional Services for Sdn. Bhd. Companies in Malaysia After incorporating a Private Limited Company (Sdn. Bhd.) in Malaysia, companies are required to engage certain mandatory statutory services and may also consider optional professional services to ensure ongoing compliance and smooth business operations. 1. Company Secretary Services (Mandatory) Under the Companies Act 2016, every Sdn. Bhd. company must appoint and retain a qualified Company Secretary at all times. The Company Secretary is responsible for: Ensuring compliance with the Companies Act 2016 Maintaining statutory registers and company records Preparing and filing annual returns with the Companies Commission of Malaysia (SSM) Preparing board resolutions and company documentation Advising directors on corporate governance matters 2. Audit Services (Mandatory, Subject to Exemption) Most Sdn. Bhd. companies in Malaysia are required to appoint an independent external auditor to conduct an annual statutory audit. Audit services typically include: Annual statutory audit of financial statements Verification of financial records and disclosures Compliance with applicable financial reporting standards Certain small or dormant companies may qualify for audit exemption, subject to prevailing regulations. 3. Accounting and Bookkeeping Services (Mandatory for Compliance) Sdn. Bhd. companies are required to maintain proper accounting records, even if the services are not outsourced. Accounting and bookkeeping services usually cover: Recording of financial transactions Preparation of financial statements Management accounts for internal review Supporting documents for audit and tax purposes Accurate accounting records are essential for audit, tax filing, and regulatory compliance. 4. Tax Compliance Services (Mandatory) All Sdn. Bhd. companies must comply with Malaysian tax regulations. Tax compliance services include: Corporate income tax computation Submission of annual tax returns (Form C) Tax estimation and instalment submissions SST or service tax filing, where applicable Proper tax compliance helps avoid penalties and ensures smooth dealings with tax authorities. 5. Payroll and HR Compliance Services (Optional) For companies with employees, payroll and HR compliance services may be required. These services may include: Payroll processing and salary computation EPF, SOCSO, and EIS submissions Employment-related statutory compliance 6. Other Optional Business Support Services Depending on the nature and size of the business, Sdn. Bhd. companies may also engage additional services such as: Corporate advisory and business structuring Company amendments and restructuring Business licence applications and renewals Looking for company secretary & compliance services? Meet Quason Business Solutions Quason Business Solutions is a professional accounting and business advisory firm providing reliable and compliant financial services to businesses in Malaysia and beyond. We support startups, SMEs, and growing companies by handling their accounting and compliance needs—so business owners can focus on growth, strategy, and profitability. Our Core Services Accounting & Bookkeeping Services Payroll Processing & Compliance Company Secretary Services Audit & Assurance Services Taxation & Tax Compliance Services Helping

E-Invoicing Malaysia
E-invoice

Malaysia E-Invoice Complete Guide (Updated 2025) – Everything Businesses Need to Know

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Latest E-Invoice Guide in Malaysia (2025 Update) E-Invoicing Malaysia is entering a new phase of implementation following the release of the latest guideline by the Inland Revenue Board of Malaysia (IRBM) dated 8 December 2025. This updated guideline aims to further standardise the Electronic Invoice (E-Invoice) framework in Malaysia, providing businesses with clearer direction and compliance certainty. The latest update introduces a revised E-Invoice implementation timeline, updated exemption criteria, and clearer rules for determining annual turnover. These changes apply to all taxpayers carrying on business activities in Malaysia, including newly incorporated companies, existing businesses, and sole proprietors. With clearly defined implementation phases and exemption rules, businesses can now better understand when E-Invoicing is mandatory in Malaysia and who qualifies for full exemption, allowing for more effective planning and smoother compliance. E-Invoicing Malaysia Implementation Timeline – Key Phases The Malaysian Government has officially increased the annual turnover threshold for E-Invoice implementation from RM500,000 to RM1,000,000. This means: 1 January 2026👉 Final mandatory implementation date for the main group of businesses 1 July 2026 onwards👉 Applies only to a small group of specific or newly qualifying businesses Who Is Fully Exempt from E-Invoice? Who Is Fully Exempt from E-Invoice? Although E-Invoice will be implemented in phases for most taxpayers, full exemption (including self-billed invoices) applies only if ALL conditions below are met: Annual turnover below RM1,000,000 All shareholders are individuals Not a subsidiary company No related companies or joint ventures Who Does NOT Qualify for E-Invoice Exemption? You are NOT eligible for exemption if any of the following apply: Non-individual shareholders (or equivalent ownership) withannual turnover or revenue ≥ RM1,000,000 Subsidiaries of holding companies withannual turnover or revenue ≥ RM1,000,000 Related companies or associated entities withannual turnover or revenue ≥ RM1,000,000 📌 Important:If you own multiple businesses, the total combined turnover must be used to determine eligibility. E-Invoice Rules for Sole Proprietors For sole proprietors, the RM1,000,000 threshold is determined based on: 👉 The combined annual turnover or income of ALL sole proprietorships under the same individual How to Determine Annual Turnover for E-Invoice? With audited financial statements→ Based on the Statement of Comprehensive Income Without audited financial statements→ Based on annual income declared in the tax return ✅ Once annual turnover reaches RM1,000,000, E-Invoice becomes mandatory. Do Multiple Enterprises Need to Combine Turnover? Yes. For sole proprietors, E-Invoice implementation is determined by: The total combined annual turnover or income Across all enterprises owned by the same individual If the combined amount reaches RM1,000,000, E-Invoice is required. E-Invoice Implementation for Newly Incorporated Companies Companies incorporated from 2026 onwards E-Invoice start date:1 July 2026 or business commencement date (whichever is later) If first-year turnover < RM1,000,000 plus exemption criteria is met:👉 E-Invoice implementation is deferred👉 Starts on 1 January of the second year after turnover exceeds RM1,000,000 Companies Incorporated Between 2023–2025 If annual turnover ≥ RM1,000,000👉 E-Invoice mandatory from 1 July 2026 If annual turnover < RM1,000,000 and exemption conditions are met👉 Fully exempt from E-Invoice If turnover exceeds RM1,000,000 in YR 2026 or later👉 E-Invoice becomes mandatory on1 January of the second year following that assessment year Companies Incorporated Before 2023 YR 2022 turnover ≥ RM1,000,000👉 E-Invoice mandatory from 1 January 2026(Main batch: RM1 million – RM5 million) YR 2022 < RM1,000,000, butany year between YR 2023–YR 2025 ≥ RM1,000,000👉 E-Invoice mandatory from 1 July 2026 YR 2022–YR 2025 all below RM1,000,000, andall exemption criteria are met👉 Fully exempt from E-Invoice The key deciding factor is simple: Once your annual turnover reaches RM1,000,000, E-Invoice becomes mandatory — unless you fully qualify for exemption. If you operate multiple businesses, are part of a group structure, or are unsure about your eligibility, early planning is strongly recommended to avoid compliance risks. If you find E-Invoicing Malaysia complicated, are unsure how to implement it, or still feel confused even after attending training or briefings, you don’t have to handle it alone. At Quason Business Solutions, we help businesses understand, implement, and stay compliant with E-Invoicing Malaysia requirements—from system setup to ongoing compliance support. Whether you are just starting out or transitioning from your existing invoicing process, our team is here to guide you every step of the way. 👉 Contact us today to get professional assistance and ensure your E-Invoicing process is smooth, accurate, and fully compliant with IRBM guidelines. WhatApp Us Email Us Meet Quason Business Solutions Quason Business Solutions is an accounting and business advisory firm providing reliable and compliant financial services to businesses in Malaysia and beyond, including full support for E-Invoicing Malaysia compliance. We help startups, SMEs, and growing companies manage their accounting, tax, and E-Invoicing Malaysia implementation—so business owners can focus on growth, strategy, and profitability.👉 Contact Quason Business Solutions today to ensure your business is fully compliant with E-Invoicing Malaysia requirements. Our Core Services Accounting & Bookkeeping Services Payroll Processing & Compliance Company Secretary Services Audit & Assurance Services Taxation & Tax Compliance Services Helping Your Money Work Smarter At Quason Business Solutions, we don’t just handle numbers. We help you: Stay compliant with Malaysian tax and regulatory requirements Improve financial clarity and cash flow management Ensure every ringgit you earn is managed efficiently and put to better use Our goal is simple:👉 To make your business finances clearer, stronger, and more effective—so your profits can go further. Get in Touch with Us If you need professional support with: E-Invoice implementation Accounting or bookkeeping Tax compliance or company secretarial matters 📩 Reach out to Quason Business Solutions today and let us help you manage your business finances with confidence. WhatApp Us Email Us

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