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2026 Edition · Sdn Bhd Incorporation

Sdn Bhd — Malaysia's local company, set up for you from KL

Sdn Bhd (Sendirian Berhad) is Malaysia's private limited company. 100% foreign ownership, minimum capital RM 1, one director and one shareholder are enough. We handle name search, SSM registration, constitution, banking, tax registration and the Employment Pass.

24% / 15–17%
corporate tax (standard / SME, 20% or less foreign-owned)
2–6 weeks
Sdn Bhd incorporation
RM 1
minimum capital (see EP note)
100%
foreign ownership possible

Corporate tax — the tiered SME structure

Chargeable incomeSME rateNon-SME rate
First RM 150,00015%24%
RM 150,001 – 600,00017%24%
Above RM 600,00024%24%
SME relief has 4 cumulative conditions: paid-up capital ≤ RM 2.5M; gross business income ≤ RM 50M; no related company above RM 2.5M holding >50%; and foreign ownership of 20% or less (added from YA 2024, Finance Act 2023). A 100% foreign-owned Sdn Bhd is therefore taxed at a flat 24%. Sources: LHDN Public Ruling No. 8/2025 (Tax Treatment for Micro, Small and Medium Companies, 22 Dec 2025), LHDN Tax Rate of Company, Finance Act 2023 (Act 845).

Paid-up capital needed for an Employment Pass

You can incorporate from RM 1, but to sponsor an Employment Pass the company must show paid-up capital of:

Ownership structureRequired paid-up capital
100% Malaysian-ownedRM 250,000
Joint venture (e.g. JP 70% + MY 30%)RM 350,000
100% foreign-ownedRM 500,000
Foreign-owned companies in wholesale, retail and trade (WRT licence required)RM 1,000,000

The most common pattern for founders relocating to Malaysia: 100% foreign-owned + RM 500,000 paid in after incorporation. Separately, distributive trade by foreign-owned companies falls under the guidelines of the Ministry of Domestic Trade (KPDN), which set conditions by business format; the guidelines are revised from time to time, so check the current KPDN guidelines before you start. Sources: ESD MOHA Operational Guidelines / Announcement 266 / ESD company registration FAQ (checked 8 October 2026).

Our Sdn Bhd package

Incorporation

Name search, SSM registration, constitution, director/shareholder setup, tax file registration, bank account support.

from JPY 600,000 excl. Japanese consumption tax · ≈ US$3,800 / RM 15,600

Annual maintenance (tiered by revenue)

Company secretary, bookkeeping, corporate and employer tax filings (Form E), MBRS filing and the annual return are included in every tier. Preparing financial statements and the audit are quoted separately. Seven tiers from dormant through to enterprise — see the price list for the band that matches your revenue.

JPY 270,000 – 1,350,000 per year, excl. Japanese consumption tax · ≈ US$1,700–8,600 / RM 7,000–35,100

Nominee resident director

Malaysia requires at least one director ordinarily resident in Malaysia. If no EP holder is available, we provide a nominee resident director.

from JPY 570,000/year, deposit quoted separately · ≈ US$3,600 / RM 14,800

Employment Pass

Free route assessment before you sign (MDEC or ESD), then full application support. See the EP guide.

JPY 630,000 / JPY 850,000 MDEC route / ESD route, excl. Japanese consumption tax and government fees

Bangga's fees are set in Japanese yen (JPY). US$ and RM amounts are approximate, converted at US$1 = RM 4.0795 and RM 1 ≈ JPY 38.5 (BNM middle rate, 2026-09-30).

FAQ

Can I incorporate without living in Malaysia?

Shareholders do not need to live in Malaysia. However, at least one director must ordinarily reside in Malaysia by having a principal place of residence there (Companies Act 2016, section 196(4)). If you will be a director without living in Malaysia, you also need a director who does — a trusted partner or a nominee resident director. The company must also keep a registered office in Malaysia (section 46; an address provided by the company secretary can be used). Opening a bank account and obtaining an Employment Pass also require in-person steps and real operations.

How long until the company is operational?

Incorporation 2–6 weeks + bank account 1–3 months for basic operations; the Employment Pass then takes 3–6 months (Includes the one-time company registration with ESD (2–6 months by our estimate; ESD's official processing time is 14 working days once all documents are in order)).

Sdn Bhd or Labuan — which should I choose?

Selling into Malaysia (retail, F&B, local services) → Sdn Bhd. Services run with real substance in Labuan, or equity holding → Labuan (which category your business falls into, and whether it qualifies for 3%, is checked case by case). Many clients combine both. The company formation overview compares Sdn Bhd, Labuan and the hybrid structure side by side, or try the 3-minute assessment.

Can my Japanese company own the Sdn Bhd?

Yes, a 100% subsidiary is possible. We help design the capital and dividend flows together with partner tax accountants.

Start with a free 30-minute consultation

Tell us about your plans for your Sdn Bhd. English and Japanese support, from our Kuala Lumpur office.