Company Secretary Malaysia Johor Penang Kuala Lumpur | SSM Sdn Bhd Registration Setup Incorporation | Themis Since 2006
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FAQs

Company (Sdn Bhd)

1. What is it?
2. What is the requirement to incorporate a company in Malaysia?
3. How long will it take to incorporate a company in Malaysia?
4. What are the procedures to incorporate a company in Malaysia?
5. Can foreigner incorporate a company in Malaysia without Malaysian? Can foreigner hold 100% shares in Malaysia Company?
6. How much is the maintenance fees of a private limited company (Sendirian Berhad) for a year?
7. What is the major difference between sole proprietorship/ partnership and private limited company?
8. Can the company registration date be fixed at any date?
9. Can company shares hold by another company (e.g. holding company)?
10. When should the company hold its AGM (Annual General Meeting)?
11. Is there any minimum shares to be paid upon incorporation of Company?
12. How can I terminate/close a company (sdn. bhd.)?
13. Can I set up/incorporate a company myself?
 

Goods and Services Tax (GST)

1. What is it?
2. What does it charge?
3. Who is taxable person?
4. What is included in threshold taxable turnover?
5. How do I determine of taxable turnover?
6. Can I voluntary register GST?
7. What are the responsibilities of a GST registered person?
8. Should I apply for GST license if I am existing SST license holder?
9. How do I register GST license?
10. Where can I get more GST information?
11. How do I determine my GST taxable period?
12. When should I submit and pay my GST?
13. How can I pay my GST?
 

Limited Liability Partnership

1. What is it?
2. Who is it for?
3. What is the difference between an LLP and a general partnership?
4. Is there any restriction as to what kind of business can use LLP as a business vehicle?
5. Is there any limit to the number of partners?
6. Who can be the partners in an LLP?
7. Will the partners of the LLP be held personally liable for the debts incurred by the LLP?
8. What are the requirements for a person to be appointed as a compliance officer of an LLP?
9. What are the responsibilities and liabilities of a compliance officer?
10. Is the LLP required to submit Annual Returns?
 
 

Company (Sdn Bhd)
1. What is it?
  Company is a business vehicle regulated under the Companies Act 1965. There are four types of companies: 
(a) A company limited by shares (sdn. bhd.)
(b) A company limited by guarantee
(c) A company limited by shares and guarantee
(d) An unlimited company (bhd.)
2. What is the requirement to incorporate a company in Malaysia?
  The company needs to have at least one (1) person as the company directors and fulfill the condition as below:
 
(a) Malaysian or Foreigner with principal address in Malaysia.
(b) Above 18 years of age.
(c) Not an undischarged bankrupt.
(d) Has not been convicted of a serious offence within the past 5 years.
3. How long will it take to incorporate a company in Malaysia?
  The company can normally be set up within three (3) to ten (10) working days.
4. What are the procedures to incorporate a company in Malaysia?
  There are basically three (3) stages to incorporate a company in Malaysia:
 
1st stage, Obtain proposed name approval from SSM. Normally SSM will take few hours to two (2) working days to reply on the request. There is three kind of result:
 
(a) “Approved” – Then proceed to 2nd stage.
(b) “Query” – This indicate that we can appeal by fulfilling the SSM request of supporting document or answers; normally, once the query is answered appropriately, the name will be approved. SSM will take two (2) to three (3) working days to reply on the appeal.
(c) “Reject” – This indicate that we need to give up on the proposed name and use another name to apply for incorporation.
 
2nd stage, as the name search approval is obtained, we will prepare the documents to be signed by the shareholders and directors in Johor, Malaysia. This process can be done within few hours to few working days and depends on the actual appointment timing between the company secretary, shareholders and directors. The full payment for incorporation is required to be fully settled before proceeds to next stage.
 
3rd stage, as all the documents are signed, we will submit to the relevant government agencies to proceed stamping and submission. Normally SSM will take one (1) to five (5) working days to issue the incorporation certificate (Form 9). The company has successfully incorporated once the Form 9 was issued by SSM.
5. Can foreigner incorporate a company in Malaysia without Malaysian? Can foreigner hold 100% shares in Malaysia Company?
  Yes. Foreigners can set up a 100% foreign holding company in Malaysia without giving any shares to Malaysian.
 
Please take note that according to Companies Act 2016, every company shall have at least one director (he can be Malaysian or foreigner), who each has his principal or place of residence within Malaysia.
6. How much is the maintenance fees of a private limited company (Sendirian Berhad) for a year?
  The maintenance fees of a dormant private limited company should be at the range of RM2,000.00 to RM3,000.00 (Include audit fee and secretary fee). If the company is active during the year, the compliance cost that the company need to pay in order to maintain the legal status inclusive of:
 
(a) Audit Fees
(b) Tax Agent Fees
(c) Company Secretary Fees
7. What is the major difference between sole proprietorship/ partnership and private limited company?
  The major different is the liability to creditors. The liability of the shareholders (Private Limited Company) to creditors is limited to capital originally invested while sole proprietorship/partnership have unlimited liability to their creditors.
8. Can the company registration date be fixed at any date?
  Some business owners may request their company to be registered at certain date due to personal favor, fengshui, or private reason. However, due to the various type of unforeseen factors from SSM (Suruhanjaya Syarikat Malaysia), which is known as register of company in Malaysia, such as staff absenteeism, online system corruption and etc, we do not entertain the request to have the new company registered at any specific date.
9. Can company shares hold by another company (e.g. holding company)?
  Yes, the holding company must pass a directors’ resolution to confirm their purchases on the subsidiary shares.
10. When should the company hold its AGM (Annual General Meeting)?
  Under Section 143 of the Company Act 1965, A annual general meeting be held once in every calendar year and not more than fifteen months after the holding of the last preceding annual general meeting. The only exception is new incorporated company which can held its first annual general meeting within eighteen months since its date of incorporation.
11. Is there any minimum shares to be paid upon incorporation of Company?
  There is no minimum paid in capital requirement upon incorporation of a company under the Companies Act 1965.
 
 
12. How can I terminate/close a company (sdn. bhd.)?
   
  A company (sdn. bhd.) can be terminated by the following methods:
  (a) Voluntary winding up
(b) Strike off under Section 308 of Company Act 1965
(c) Winding up by court order 
 
 
13. Can I set up/incorporate a company myself?  
     
  Under Section 139 of Company Act 1965, every company shall have one or more secretaries. Therefore you can only set up/incorporate a company yourself if you are a licensed company secretary.
 
 

Goods and Services Tax (GST)
1. What is Goods and Services Tax (GST)?
  GOODS AND SERVICES TAX (GST) which is also known as VAT or the value added tax in many countries is a multi-stage consumption tax on goods and services. It will replace existing SST (SALES AND SERVICES TAX) and start to implement on 1 April 2015.
2. What does it charge?
  GST is charged on goods and services that are supplied in Malaysia by a taxable person.
3. Who is taxable person?
  A taxable person is a person who makes taxable supplies in Malaysia and whose annual turnover exceeds the proposed threshold of RM500,000.00.
4. What is included in threshold taxable turnover?
  It includes:
 
(a) Standard rated supplies
(b) Zero rated supplies (includes goods exported)
(c) Deemed supplies (private use of business assets, business gift > RM500.00, supply to connected person)
(d) Disregarded supply (supplies between group members)
5. How do I determine of taxable turnover?
  Based on historical turnover (based on turnover of the current month and the preceding 11 months), i.e. retrospective basis, or based on future turnover (based on turnover of the current month and the next 11 months) i.e. prospective basis.
6. Can I voluntary register GST?
  Yes, businesses below threshold may apply for voluntary registration, but it must remain in the system for at least two (2) years once registered, and the GST records must be kept for at least seven (7) years.
7. What are the responsibilities of a GST registered person?
 
(a) Account for GST on taxable supplies made and received
(b) Submission of GST returns (GST-03) and pay tax not later than the last day of the following month after the taxable period;
(c) Issuance of tax invoice
(d) Inform Customs of the cessation of business within thirty (30) days from the date of cessation
(e) Inform Customs of any changes of address, taxable activity, accounting basis and taxable period; and
(f) Keep adequate records of business transactions relating to GST in the Bahia Malaysia or English language for seven years.
8. Should I apply for GST license if I am existing SST license holder?
  Yes, you are required to apply GST license if you meet the registration threshold. SST license will not automatically convert to GST license.
9. How do I register GST license?
  You can visit www.gst.customs.gov.my register online or submit form GST-01 manually to nearest custom office.
10. Where can I get more GST information?
  You can visit www.gst.customs.gov.my (official website) if you wish to know more about GST.
 
 
11. How do I determine my GST taxable period?
  If the company (registered person) has more than RM5,000,000 (Five Million Ringgit Malaysia) taxable supply, the company (registered person) must submit its GST every month. 
 
  If the company (registered person) taxable supply is less than RM5,000,000 (Five Milion Ringgit Malaysia), the company (registered person) can submit their GST querterly. The taxable period is following company year end. Please refer to the following tables for more details:
Company year ended Taxable period
Jan, Apr, Jul, Oct Feb to Apr, May to Jul, Aug to Oct, Nov to Jan
Feb, May, Aug, Nov Mar to May, Jun to Aug, Sept to Nov, Dec to Feb
Mar, Jun, Sept, Dec Apr to Jun, Jul to Sept, Oct to Dec, Jan to Mar

 
12. When should I submit and pay my GST?
  GST must be submitted and paid within one month subsequence to your taxable period. 
 
 
13. How can I pay my GST?
  Tax payer will be able to make payment at seven Agent Banks:
- Maybank Berhad
- RHB Bank Berhad
- Bank Islam Malaysia Berhad
- Hong Leong Bank Berhad
- CIMB Bank Berhad
- Public Bank Berhad
- Alliance Bank Berhad

There are three channels available for payment at agent banks:
- Over The Counter (Cash or Cheque) (Cheque payable to "Ketua Pengarah Kastam Malaysia")
- Bank Portal
- Self-Service Terminal (ATM, Cheque Deposit Machine and Cash Deposit Machine)
 
 

Limited Liability Partnership
1. What is Limited Liability Partnership (LLP)?
  Limited Liability Partnership (LLP) is an alternative business vehicle regulated under the Limited Liability Partnerships Act 2012 which combines the characteristics of a company and a conventional partnership.
2. Who is it for?
  The LLP business structure is designed for all lawful business purposes with a view to make profit. LLP may also be formed by professionals such as Lawyers, Chartered Accountants and Company Secretaries for the purpose of carrying on their professional practice. The LLP concept will also support start ups, small and medium enterprises (SMEs) to grow their businesses without having to worry too much on their personal liabilities, personal assets and strict compliance requirements.
3. What is the difference between an LLP and a general partnership?
  The LLP offers limited liability to its partners whereby any debts and obligations of the LLP will be borne by the assets of the LLP. In the case of a conventional partnership the partners has unlimited liability jointly and severally in the partnership.
4. Is there any restriction as to what kind of business can use LLP as a business vehicle?
  No. It is for all kind of lawful businesses with a view to make profit.
5. Is there any limit to the number of partners?
  There must be minimum 2 partners and no limit for maximum number of partners.
6. Who can be the partners in an LLP?
  Individuals (natural persons) or bodies corporate or a combination of both.
7. Will the partners of the LLP be held personally liable for the debts incurred by the LLP?
  No. It is the LLP that will be liable. However, a partner will be jointly and severally liable for his own wrongful act or omission in the course of the business of the LLP. The LLP however is not bound by what the partner has done in dealing with a person if:
 
(a) the partner acted without authority; or
(b) the person with whom the partner was dealing knows that the partner acted without authority or does not know that he is a partner of the LLP.
8. What are the requirements for a person to be appointed as a compliance officer of an LLP?
  The compliance officer has to be either from amongst the partners of the LLP or a person qualified to act as a secretary under the Companies Act 1965 who:
 
(a) Is a citizen or permanent resident of Malaysia; and
(b) Ordinarily resides in Malaysia.
9. What are the responsibilities and liabilities of a compliance officer?
  The main responsibilities of a compliance officer are such as:
 
(a) Registering any changes in registered particulars of the LLP.
(b) Keeping and maintaining registers and records of the LLP.
(c) Ensuring publication of names of the LLP in accordance with the provisions of the Act.
(d) A compliance officer is personally liable to all penalties including administrative penalty imposed on the LLP unless if he can prove that he is not liable.
10. Is the LLP required to submit Annual Returns?
  No. However, an LLP is required to lodge an Annual Declaration with the Registrar stating whether the LLP is able or unable to pay its debts within 90 days from its financial year ended.
 

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Company Secretary Malaysia Johor Penang Kuala Lumpur | SSM Sdn Bhd Registration Setup Incorporation | Themis Since 2006