Short answer. Registering a Sdn Bhd with SSM costs RM1,000 in incorporation fee for a company limited by shares, and you need at least one director who lives in Malaysia plus a promoter. The harder part is what follows: a company secretary within 30 days, an annual return every year, beneficial ownership reporting, and an audit unless you qualify for the small-company exemption. If you cannot yet say why you need a company, the cheaper sole proprietorship or partnership route may be enough, and our structure comparison shows when the tax saving starts to justify the admin.
All amounts and deadlines on this page are from SSM's own pages, linked under each section, and are as at the date this page was last updated (see the byline). Check SSM before you rely on them.
What setting up costs
| Item | Amount (SSM) |
|---|---|
| Incorporation, company limited by shares | RM1,000 |
| Name reservation (optional first step) | RM50 |
| Annual return, private company | RM150 |
| Financial statements lodged, audited | RM50 |
| Financial statements lodged, non-audited | RM20 |
SSM's incorporation fee for a company limited by guarantee is higher, but that is not a trading company structure most owners need. A company secretary firm charges its own fees for setting up and for the years after. SSM does not set those, so get quotes and do not budget from a figure in a blog post.
Sources: SSM, Starting a Company, SSM, Name Search, SSM, Annual Submission.
Who you need
SSM's page for a private company says it needs at least one (1) director who ordinarily resides in Malaysia by having a principal place of residence in Malaysia, and one (1) promoter. After incorporation, a company secretary must be appointed within 30 days.
That second point is the one new owners miss. The secretary is also the person who files your yearly paperwork, as the annual return section below shows.
The name step
You can reserve a name before you apply. SSM's Name Search page says approved name reservations are only valid for thirty (30) days. SSM's own pages give different answers on how long a reservation can be extended, so if you need more time, ask SSM instead of planning around a number from us. The reservation is a separate, optional fee, so it only applies if you take that step.
The sequence in practice
- Pick a structure and decide who the directors, shareholders and promoter are.
- Check the name on SSM's name search and, if you want, reserve it.
- Apply for incorporation through SSM's company registration system and pay the incorporation fee.
- Appoint the company secretary within 30 days after incorporation.
- Record your beneficial owners and lodge them with SSM (see below).
- Diarise the first annual return and financial statements.
SSM publishes its own step-by-step guidelines on the Starting a Company page. Use those for the application itself.
Annual return: who files it and when
For a local company, SSM says the annual return is due within thirty (30) days of the anniversary date. SSM also says only the appointed licensed Company Secretary or the Company's Agent can lodge the annual documents with the Registrar on the MBRS platform.
So you do not file it yourself in your own name. You instruct your secretary, which is why the secretary's fee belongs in your running costs before you incorporate. The fees in the table above are SSM's; the secretary adds their own.
Beneficial ownership: report who really owns the company
Division 8A of the Companies Act 2016 was enforced on 1 April 2024. SSM's Practice Directive 9/2024 says a company must lodge beneficial ownership information with the Registrar within fourteen (14) days after the information was recorded in the company's register of beneficial owners. No fees will be imposed for the lodgement, and failing to lodge within the stipulated time attracts a late lodgement penalty. Ask SSM for the penalty amount rather than assuming one.
SSM's BO Guideline describes ownership through shares, direct or through effective interest, in not less than 20%. That is the test for a person to count as a beneficial owner by shareholding. The guideline has further tests that do not turn on shareholding, so read it for the full test.
Sources: SSM Practice Directive 9/2024 and SSM BO Guideline.
Audit exemption for small private companies
A private company must normally appoint an auditor. SSM Practice Directive 10/2024 sets out when a private company qualifies for audit exemption: it must fulfil at least two (2) of the following criteria: annual revenue, total assets and number of employees. Each criterion is measured for the current financial year and the immediate past two (2) financial years.
The thresholds rise in phases. SSM's directive gives RM1,000,000, RM2,000,000 and RM3,000,000 for each of revenue and assets, and the employee limit reaches thirty (30) in the final phase. Which phase applies depends on the financial period, so read the directive for your year instead of using one number.
Two safeguards in the directive matter for owners:
- Members holding in aggregate not less than 5% of the total number of issued shares can give notice that they want an audit.
- The exemption does not apply to every private company. The directive lists exclusions, so a private company that is a subsidiary of a public company, or a company with another listed status, should read it before assuming.
An exempt company still has to lodge financial statements with SSM, as the fee table shows.
Source: SSM Practice Directive 10/2024.
Related guides
- Taxes the company pays: what LHDN's company tax pages say.
- Whether you will need to issue e-invoices: e-invoice guide.
- Whether you must register for SST: SST registration for small businesses.
- Paying yourself from the company: income tax calculator and PCB calculator.
This guide is general information, not legal or tax advice.