Description
- BHD (Berhad) is a type of company structure in Malaysia referring to a Public Limited Company (Berhad), governed under the Companies Act 2016. It allows businesses to operate as separate legal entities with limited liability. This structure is suitable for small to large enterprises aiming for scalability, credibility, and investor participation.
GOV Department
- Suruhanjaya Syarikat Malaysia (SSM) / Companies Commission of Malaysia
License Name (Malay)
- Pendaftaran Syarikat Sendirian Berhad
Details
- Minimum 1 director and 1 shareholder (must be at least 18 years old and reside in Malaysia for directors).
- Must appoint a company secretary within 30 days after incorporation.
- Company name must be approved by SSM before registration.
- Paid-up capital can start from RM1, but must be increased as needed for certain licenses (e.g., CIDB, MOF).
- Registration is done online through MyCoID system.
- Must prepare constitution (optional) or operate under the default Companies Act provisions.
Important Rules
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Directors must not be disqualified under Section 198 of the Companies Act.
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Annual return and audited financial statements must be submitted every year.
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Company secretary must be a qualified person under the Companies Act.
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Must display company name and registration number at the business premises.
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Must hold annual general meetings.
Compound & Punishment
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Failure to lodge Annual Return: RM500 – RM2,000 per year of non-compliance.
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Failure to appoint company secretary: Fine up to RM50,000 or imprisonment not exceeding 3 years or both.
- Operating without registration: Fine up to RM500,000 or imprisonment not exceeding 10 years or both.
- Providing false or misleading information to SSM: RM3 million fine or 10 years jail or both.
- Late filing of company documents: Subject to compound between RM50 to RM500 per document depending on the delay period.
Advisor
Jeffrey Eh Hao Yih , Director
Jeffrey has been providing expert guidance for businesses dealing with ongoing challenges. With his expertise, he aids clients in strategic business planning, streamlining operations, and enhancing productivity. Additionally, Jeffrey offers diverse business technology services to help digitize traditional businesses effectively.
Commonly Asked Question
A BHD (Berhad) company is a public limited company registered under the Companies Act 2016 in Malaysia.
It can offer its shares to the public and may be listed on Bursa Malaysia.
The application involves choosing a company name, preparing required documents, and submitting them to SSM. After approval, your Bhd is officially incorporated. Conzlab manages the entire process so everything is correct and compliant.
Generally, Bhd (public limited company) is more suitable for larger businesses that plan to raise capital from the public. For small businesses, Sdn Bhd is usually easier and more cost-effective. Conzlab can advise which company type best fits your business needs.
The minimum requirement includes 1 director, 1 shareholder, a company secretary, and a registered business address in Malaysia. Conzlab ensures your company meets all legal requirements and files your incorporation correctly with SSM.
Usually, it takes 3 to 7 working days if all documents are correct and approved quickly by SSM.
- Copy of directors’ and shareholders’ IC or passport
- Company name list for approval
- Business nature/activities
- Registered address
- Paid-up capital details
- Declaration form prepared by company secretary
Yes. Foreigners can own 100% shares in a BHD company (depending on industry).
However, certain sectors (like oil & gas, education, etc.) may have local ownership requirements.
Yes, a private limited company (Sdn. Bhd.) can be converted to a public limited company (Bhd.) with approval from SSM and shareholders.
Yes. Every BHD company must have at least one licensed company secretary to handle SSM filings and compliance.
In Malaysia, both Sdn. Bhd. and Bhd. companies are registered under the Companies Act 2016, but they are different types of companies with different purposes and rules.
| Feature | Sdn. Bhd. (Sendirian Berhad) | Bhd. (Berhad) |
|---|---|---|
| Type of company | Private Limited Company | Public Limited Company |
| Share ownership | Shares are privately owned and cannot be offered to the public | Shares can be offered to the public and may be listed on Bursa Malaysia |
| Minimum shareholders | 1 shareholder | 2 shareholders |
| Minimum directors | 1 director (resident in Malaysia) | 2 directors (resident in Malaysia) |
| Capital raising | Limited to private funding from shareholders | Can raise funds from the public through share issuance |
| Annual reporting | Simpler filing and compliance | Stricter reporting and disclosure requirements (audited reports, AGM, etc.) |
| Company secrecy | More privacy – shareholder information is limited to SSM records | Public disclosure required for transparency |
| Typical use | Small and medium-sized businesses | Large corporations and companies planning to go public |
A Sdn. Bhd. is suitable for small to medium businesses that want private ownership, while a Bhd. is designed for larger companies that plan to raise funds from the public or be listed on the stock exchange.