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Incorporation of companies

Based on Malaysian Law, there are few ways that we could use to incorporate a business:

  • 1.Sole-Proprietorship(独资,Pemilik Tunggal)
  • 2.Partnership is based on Registration of Business Act 1956 and Registration of Business Rule 1957. It is known as “Perkongsian” in Bahasa Malaysia.
  • 3.Companies in Malaysia can be categorized into Private Limited (Sdn Bhd) or Public Limited (Berhad). They are based on Company Act 2016 and known as “Syarikat” in Bahasa Malaysia.
  • 4.Limited Liability Partnership is based on Limited Liability Partnership Act 2012. It is a combination of Partnership and Company.

Enterprise

Trading or Enterprise differs only in name. It is not necessary that a Trading company only deals with trading businesses. An Enterprise may deal with a variety of businesses. Furthermore, a company can also be named as “Syarikat“.

The difference between Trading, Enterprise and Sdn Bhd is that they can all be either solely owned (sole proprietor) or as a partnership. If a company is solely owned, it will be sole proprietor and with 2 or more shareholders, it will be partnership.

A sole proprietorship or partnership requires only simple accounts. You are not required to submit any audited reports or company accounts. All it requires is that you include the profits into your personal income tax. The benefit of this is that it is lower in cost and tax planning is easier to achieve. However, it is relatively more difficult to apply for loans, bid for bigger projects or government tenders. Furthermore, the company’s finance will indirectly affect your personal assets. In the event that the company faces bankruptcy the debtors may apply to court to auction all personal assets of the sole proprietor or company partnership to clear the debts.

Any companies that are under Trading, Enterprise or Syarikat may switch to Sdn Bhd anytime. It is entirely for you to decide if it would be worth the hassle. Switching means that you will have to incorporate a new company, set up new bank accounts and inform all suppliers and customers the change of companies, which also includes the amendments of Sales Invoices. Furthermore, you are also required to have a stock taking and physical sighting of all fixed assets. The total value of the aforementioned stocks and fixed assets will be assigned into the newly incorporated Sdn Bhd.

Sdn Bhd

A Sdn Bhd company means it is a Private Limited company, with a minimum of 2 shareholders and an appointed secretary. However, you have the option of hiring either an internal accounting staff or an external accounting firm to handle the accounts. All income and expenses must be listed down clearly. These accounts will be audited, and you are required to appoint a Tax Agent for Tax Return.

Secretary Fee, Audit Fee, Tax Fee and Accounting Fee are costly. Although accounting fee can be excluded, you are still required to pay at least RM2,000 – RM3,000 for all the other remaining professional fees. As for the Accounting Fee, an accounting staff with basic experience would cost you RM1,500 and above whereas an external accounting firm will charge you few hundred ringgit monthly depending on the company’s business transaction(s).

FREQUENTLY QUESTIONS

Clearing your doubts

Legal status

Enterprise:No legal status. An enterprise is owned by the individual(s) and company as a single entity. They are inseparable.
Sdn Bhd:
It is a stand-alone entity with legal status. Investors (shareholders) will fund the capital, whereas the directors will manage the daily operations of the company.

Business owner/Number of shareholders

Enterprise:Sole Proprietorship: 1 Person, Partnership: 2-20 people
Sdn Bhd:2-50 people

Debt liability

Enterprise:No fixed amount. The owner of the enterprise will bear full responsibility of the total amount.
Sdn Bhd:
Limited to the shareholders or unsettled paid up capital.

Ownership of assets

Enterprise:All profits by the enterprise will be categorised as personal income, therefore, subject to personal income tax.
Sdn Bhd:如果实收资本不多于RM2.5million,第一个RM500,000是17%,超出部分就24%

Ownership of assets and property

Enterprise:
it will be shared and owned equally by all owners/ partners.
Sdn Bhd:
it will be owned by the company and not the shareholders.

Business managemen

Enterprise:
To be managed by all owners/ partners.
Sdn Bhd:To be managed by minimum of 2 Directors.

Tax returns?

Enterprise:The enterprise will be dissolved when there are changes in the ownership, e.g. bankrupt, sudden death, resignation or addition of new business partners.。
Sdn Bhd:The shareholders can transfer shares to interested investors or companies, allowing for permanent/ continuous expansions.

Requirement to appoint a company secretary/ auditor?

Enterprise:Not required
Sdn Bhd:Required

Difficulties in obtaining loan approval?

Enterprise:
Approvals are based on the Enterprise owner’s Personal financial status. Therefore, more much difficult.
Sdn Bhd:Approvals are based on the company’s cash flow and business sustainability. Therefore, much more easier.