Frequently Asked Questions (FAQ)

The company must appoint at least one person as the company director who meets the following conditions:

1. Must ordinarily reside in Malaysia, with a principal place of residence in Malaysia.
2. Must be above 18 years of age.
3. Must not be an undischarged bankrupt.
4. Must not have been convicted of a serious offence within the past 5 years.

The required information for registering a private limited company (Sdn. Bhd.) includes:

1. Copy of director's identity card (I/C) or passport (for foreign directors).
2. Name of the proposed company.
3. Nature of the business of the proposed company.
4. Proposed address of the registered office (location for keeping statutory documents).
5. Ordinary place of residence of every shareholder and director.
6. Details of the class and number of shares to be held by each shareholder.

Typically, the company can be established within a timeframe ranging from three (3) to ten (10) working days.

The process of incorporating a private limited company (Sdn. Bhd.) in Malaysia typically involves three (3) stages:

1. **First Stage:** Obtain approval for the proposed company name from the Companies Commission of Malaysia (SSM). SSM usually responds within a few hours to two (2) working days with one of three outcomes:
- (a) "Approved": Proceed to the second stage.
- (b) "Query": This requires addressing SSM's requests for supporting documents or answers. Once the query is appropriately resolved, the name will be approved. SSM typically responds to appeals within two (2) to three (3) working days.
- (c) "Rejected": This necessitates choosing another name for incorporation.

2. **Second Stage:** Upon obtaining name search approval, prepare the necessary documents for signing by the shareholders and directors in Johor, Malaysia. The duration of this process varies from a few hours to a few working days, depending on the appointment schedule between the company secretary, shareholders, and directors. Full payment for incorporation is required before proceeding to the next stage.

3. **Third Stage:** After all documents are signed, submit them to the relevant government agencies (e.g., Companies Commission of Malaysia) for stamping and submission. Typically, SSM takes one (1) to five (5) working days to issue the incorporation certificate (Section 17). The company is considered successfully incorporated upon issuance of the certificate by SSM.

Indeed, foreigners can establish a 100% foreign-owned holding company in Malaysia without Malaysian involvement. However, it's important to note that according to Section 196 of the Companies Act 2016, every company must have at least one (1) director, who can be either Malaysian or a foreigner, and must ordinarily reside in Malaysia with a principal place of residence in the country.

Some business owners may request a specific registration date for their private limited company due to personal preferences, beliefs such as feng shui, or other private reasons. However, unforeseen factors from the Companies Commission of Malaysia (SSM), such as staff absenteeism or online system issues, can sometimes affect the ability to determine the exact date of incorporation for the new private limited company.

A private limited company is required to submit an annual return to the Companies Commission of Malaysia (SSM) for each calendar year no later than thirty days from the anniversary of its incorporation date.

A private limited company (Sdn. Bhd.) must prepare an audited report within eighteen months from the date of its incorporation. Following that, it should prepare audited reports within six months from the end of its financial year.

There is no minimum paid in capital requirement upon incorporation of a company under the Companies Act 2016.

As per Section 235 of the Companies Act 2016, every company is required to have one or more secretaries. Therefore, we recommend engaging our services directly, as this will save you time and effort.

The primary difference lies in the liability to creditors. Shareholders of a private limited company (Sdn. Bhd.) bear limited liability, extending only to the capital initially invested, whereas sole proprietorship/partnership owners face unlimited liability to their creditors. Additionally, a private limited company (Sdn. Bhd.) is a distinct legal entity, ensuring continuity even amidst changes in shareholders or directors.

The registration of a Limited Liability Partnership (PLT.) provides an alternative business structure under the Limited Liability Partnership Act 2012, merging the features of both a company and a traditional partnership. Limited Liability Partnership (PLT.) is regulated by the Companies Commission of Malaysia (Suruhanjaya Syarikat Malaysia) and governed by the Limited Liability Partnership Act 2012.

The Limited Liability Partnership must designate at least one compliance officer from among its partners or individuals qualified to serve as secretaries under the Companies Act 2016, who:

- Is a citizen or permanent resident of Malaysia.
- Ordinarily resides in Malaysia.

The required information for registering a Limited Liability Partnership includes:

1. Copy of partners' identity cards (I/C) or passports (for foreign partners).
2. Proposed company name.
3. Proposed company nature of business.
4. Proposed address of the registered office (location for keeping statutory documents).
5. Ordinary place of residence of every partner.
6. Details of profit sharing and partners' remuneration packages.

1. **Complete Our Form**
- A document and pen icon indicate that you need to fill out a simple company registration application form and return it with all partners' I/C (Identity Card) or passport.

2. **Verification of Compliance Officer**
- Accompanied by a magnifying glass icon, this step states that a MyLLP account will be registered for the compliance officer. This officer is then required to visit SSM (Companies Commission of Malaysia) with his/her photocopy of identity and provide SSM email.

3. **Name Search and Sign Documents (1st step)**
- A document with a pencil icon implies that you should check the availability of your proposed LLP (Limited Liability Partnership) name with SSM. You need to visit the company, sign documents, and make a payment.

4. **Name Search and Sign Documents (2nd step)**
- A circular stamp icon with the word "DONE" symbolizes the completion of the process. It indicates that once the signed documents are submitted, the Companies Commission of Malaysia will issue a Certificate of Registration, and your company is ready to go.

The Limited Liability Partnership must appoint at least one compliance officer who is a citizen or permanent resident of Malaysia and ordinarily resides in Malaysia.

The primary difference lies in the liability to creditors. The partners of a Limited Liability Partnership bear limited liability to creditors, extending only to the capital initially invested, whereas sole proprietorship/partnership owners face unlimited liability to their creditors.

Additionally, a Limited Liability Partnership is a distinct legal entity, ensuring continuity even amidst changes in partners.

There is no minimum paid in capital requirement upon incorporation of a Limited Liability Partnership under Limited Liability Partnerships Act 2012.

There are several fundamental differences between a Limited Liability Partnership (LLP) and a company. These include:

1. No issuance of shares: Unlike a company, an LLP does not issue shares as a form of ownership.

2. Flexibility in making decisions: LLPs typically offer more flexibility in decision-making processes compared to companies, allowing partners to have more autonomy.

3. No formal requirement for Annual General Meetings: While companies are required to hold Annual General Meetings (AGMs), LLPs are not subject to this formal requirement.

4. No requirement to submit financial statements to SSM: LLPs are not obligated to submit financial statements to the Companies Commission of Malaysia (SSM) as companies are.

5. Accounts need not be audited: Unlike companies, LLPs are not mandated to have their accounts audited by external auditors.

The primary responsibilities of a compliance officer include:

1. Registering any changes in the registered particulars of the LLP.
2. Maintaining and keeping registers and records of the LLP.
3. Ensuring the publication of the LLP's name in accordance with the provisions of the Act.

It's important to note that a compliance officer is personally liable for all penalties, including administrative penalties imposed on the LLP, unless they can prove that they are not liable.

Yes. There are no limits for maximum number of partners.

Indeed, as a separate legal entity, a Limited Liability Partnership (LLP) has the capacity to own assets and properties, similar to a company.

Unless stipulated otherwise in the agreement, Limited Liability Partnerships (LLPs) are not subject to mandatory auditing requirements.

The proprietor must be a Malaysian citizen or a permanent resident of Malaysia, aged 18 years or older.

1. **Complete SSM Form**
- Start by visiting the nearest SSM (Companies Commission of Malaysia) with your photocopy IC (Identity Card) to fill in the business registration form, which can be obtained at the SSM counter.

2. **Conduct Name Search**
- An SSM officer will check on the availability of your proposed business name immediately.

3. **Pay Annual Fee**
- Once everything is confirmed, you are required to pay an annual fee structured as follows:
a) Trade name – RM60 per year
b) Personal name – RM30 per year
c) Branch(es) – RM5 per year each
- This fee should be paid immediately.

4. **Your Company Is Ready**
- Congratulations, your business registration certificate can be obtained at the SSM counter within 1 hour after the payment is made.

A sole proprietorship can be closed or terminated either by notifying the Registrar or through the expiration of the registration. The business owner must inform the Registrar within 30 days from the date the business ceases operations. In the event of the owner's death, the person responsible or the next-of-kin of the deceased owner must notify the Registrar within 4 months from the date of death. For active businesses, complete the Notification of Termination of Registered Business (Form C). However, Form C is not necessary for businesses that have expired.

Certainly, you can visit the nearest SSM office with a photocopy of your identity card (IC) to personally establish or incorporate a sole proprietorship.

Indeed, a partnership can alter its status to a sole proprietorship, or vice versa, by formalizing the change through registration using Form B. The associated registration fee for this process is RM20.00.

The significant distinction lies in the liability to creditors. Shareholders of a private limited company (Sdn. Bhd.) have limited liability, extending only to the capital initially invested, whereas sole proprietorship/partnership owners bear unlimited liability to their creditors. Additionally, a private limited company (Sdn. Bhd.) is a distinct legal entity, ensuring continuity even amidst changes in shareholders or directors.

No, sole proprietorship is exclusively available for Malaysian citizens or permanent residents.

The required details for registering a sole proprietorship include:

1. Copy of the owner's identity card (I/C).
2. Proposed name of the business.
3. Completed registration form for a new business (Form A).
4. Proposed nature of the business.
5. Letter of approval from a government agency (if necessary).

Typically, the business can be established within a few hours to one working day.

Failure to maintain proper documentation may lead to charges. If convicted, penalties can range from RM300 to RM10,000, or imprisonment for up to 1 year, or both.

The deadline for submitting Form B is June 30, 2023, with e-filing allowed until July 15, 2023. Penalties for late submission range from RM200 to RM20,000, or imprisonment for up to 6 months, or both.

Partners are required to submit Form P for partnership income declaration. Additionally, each partner needs to submit Form B based on their respective share of the profit received.

Form B serves as the income tax return for individuals with business income, distinct from employment income. Malaysian tax residents falling under this category include sole proprietors, individuals earning commission income, and others generating business income.

Simply submit Form B and declare all sources of income within it.

Form BE is designated as the income tax return for individuals who solely receive employment income. Taxpayers without any business income or earnings from other sources (such as rental income, part-time jobs, royalties, etc.) are required to file Form BE.

If your income consists solely of employment earnings and you reside in Malaysia for more than 182 days (thus qualifying as a Malaysian tax resident), you are required to submit Form BE.

Indeed, Form EA is a document provided by companies to employees for declaring their salary details. Subsequently, employees are required to submit either Form BE or Form B, aligning with the information provided in Form EA.

Even if you have already paid withholding tax (PCB), it is still necessary to submit Form BE to report your total income, including other sources of earnings, and to declare various deductible expenses.

The deadline for submission is April 30, 2023, with e-filing permitted until May 15, 2023.