Foreign-Owned Sdn Bhd
Start Your 100% Foreign-Owned Business in Malaysia
Fast, Legal & Fully Supported
Foreign individual entrepreneurs and overseas parent corporations can own 100% of a Malaysian private limited company (Sdn Bhd). Expand into Southeast Asia's most dynamic hub with full legal ownership, streamlined remote onboarding, resident directorship advisory, and complete statutory onboarding.
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Top-Rated Corporate Services Group in Malaysia (4.9/5.0 Stars with 119+ Verified Google Reviews)
100% Transparent, itemized pricing with zero hidden charges. Upfront consultation on your shareholding structure, foreign investment guidelines, and capital requirements.
24-Hour Same-Day Reply Guarantee & Complete Done-For-You Registration with secure virtual verification for overseas founders.
Strategic Advantages for Global Businesses
Why Invest in Malaysia?
Malaysia is one of Southeast Asia's top investment destinations, offering global entrepreneurs and multinational companies unmatched commercial advantages:
Gateway to the ASEAN Market
Centrally located in Southeast Asia, providing immediate direct access to a consumer market of over 680 million people with world-class deepwater ports, international airports, and modern digital infrastructure.
Cost-Effective Operational Base
Competitive office rentals, affordable commercial overheads, and practical wage structures compared to regional hubs like Singapore or Hong Kong, allowing you to maximize operating margins.
Multilingual & Educated Talent Pool
A highly skilled workforce fluent in English, Chinese (Mandarin/Cantonese), and Malay, enabling smooth cross-border communications with global clients, suppliers, and headquarters.
100% Foreign Equity Ownership
Foreign individuals and overseas corporations can hold 100% equity across most commercial sectors, including IT/software, regional consultancy, manufacturing, engineering, and digital services without needing a local partner.
Pro-Business Legal & Tax System
Established legal framework grounded in English Common Law, offering robust IP protection, transparent corporate regulations, and an extensive network of over 70 Double Taxation Avoidance Agreements (DTA) worldwide.
The Zepheus Advantage
Why Choose Zepheus for Your Malaysian Market Entry
1
Foreign Corporate & Individual Structuring
Extensive experience structuring wholly owned subsidiaries for overseas parent companies and individual founders from Singapore, China, Europe, the USA, and globally.
2
Resident Director Compliance & MM2H Advisory
Guiding foreign founders on fulfilling the Companies Act 2016 resident directorship requirements, including specific compliance rules for MM2H visa holders acting as non-executive resident directors.
3
Customer Due Diligence (CDD) Clearance
Structuring compliant Beneficial Ownership (BO) and Source of Funds (SOF) declarations to ensure smooth, hassle-free corporate bank account opening.
4
Physical Banking & In-Person Verification
Directly coordinating banking appointment slots with partner commercial banks, ensuring directors complete their mandatory in-person identity verification smoothly upon flying into Malaysia.
5
Managing Director Tax Onboarding
Guiding foreign Managing Directors on mandatory MyTax portal account registration and tax identification setup for statutory tax compliance.
6
Transparent & Reliable Service
4.9-Star Google Rating across 119+ verified reviews. Clear itemized quotation covering government lodgments, name search, and first-year secretarial retainers with zero hidden surprises.
Buyer Criteria for Shelf Company Sourcing
Key Statutory Requirements & Capital Structuring Recommendations
To establish your Malaysian Sdn Bhd, foreign investors must fulfill the following statutory baselines and practical capital guidelines:
Core Statutory Requirements
- Shareholders: 1 to 50 shareholders. Can be 100% foreign individuals or overseas corporate parent companies.
- Resident Director: At least 1 director who ordinarily resides in Malaysia (having a principal place of residence). Foreigners holding valid Employment Passes, local permanent residents, or MM2H pass holders qualify under specific conditions.
- Special Note on MM2H Holders: MM2H visa holders can qualify as a local resident director and act as an investor/shareholder, but they are strictly prohibited from receiving active monthly executive salaries from the Malaysian company.
- Licensed Company Secretary: Mandatory appointment of a licensed Company Secretary within 30 days of registration.
- Registered Office: An official registered address in Malaysia maintained by your corporate secretarial firm.
Paid-Up Capital Structuring Recommendations
- Statutory Legal Minimum: RM 1 paid-up capital at initial registration.
- Recommended RM 100 Setup: We recommend issuing RM 100 (100 shares at RM 1.00 each) for ease of shareholding percentage calculation among multiple shareholders.
- Recommended RM 3,000 Setup for Banking: Many commercial banks prefer an initial paid-up capital of at least RM 3,000 to meet minimum opening deposit requirements and improve corporate account approval rates.
- Future Operational Thresholds: RM 500,000 for standard foreign service entities hiring expatriates, or RM 1,000,000 for foreign-owned wholesale, retail trade (WRT), and restaurant businesses.
Due Diligence & Statutory Declarations
- Beneficial Ownership (BO) Declaration: Formal identification of the ultimate individual natural persons owning 20% or more voting rights or effective control.
- Source of Funds (SOF) Declaration: Dedicated declaration verifying the legitimate origin of investment capital with supporting financial proofs, ensuring fast bank approval.
Eligibility Criteria
Document Checklist for Foreign Investors
For Individual Shareholders & Directors: High-resolution passport copy, proof of residential address (utility bill or bank statement dated within 3 months), email, contact number, and signed Beneficial Ownership / Source of Funds declarations.
For Foreign Corporate Shareholders (Parent Companies): Certified Certificate of Incorporation, Constitution / Articles of Association, Register of Directors and Members, Corporate Shareholding Chart, Board Resolution authorizing Malaysian investment, and Audited Accounts / Bank Statements (Source of Funds proof).
Proposed Company Details: 3 proposed company names, business activities, and paid-up capital structure (e.g., RM 100 or RM 3,000).
Step-by-Step Incorporation Workflow
Step 1
Sector Screening & Name Reservation
Checking business activities against foreign investment guidelines and reserving your company name with the Companies Commission of Malaysia.
Step 2
Virtual Identity Verification (e-KYC)
Conducting secure virtual video verification and identity screening for all foreign directors, individual shareholders, and ultimate beneficial owners (BO).
Step 3
Statutory Documentation & Capital Structuring
Drafting statutory incorporation declarations, Member Resolutions, Directors' Written Resolutions, and standalone BO/SOF declarations with recommended initial share allotments.
Step 4
Digital Signing & Registry Lodgment
Electronic execution by foreign founders/authorized corporate representatives and lodgment on the statutory registry portal for incorporation approval.
Step 5
Certificate of Incorporation Issuance
Receiving official Notice of Registration and statutory registers.
Step 6
In-Person Bank Account Opening
Arranging dedicated commercial bank appointment slots. Foreign directors must fly into Malaysia to complete in-person identity verification and signature endorsement at the bank branch.
Step 7
Managing Director MyTax Registration & Tax Setup
Assisting the Managing Director in registering their individual MyTax account with the Inland Revenue Board (LHDN) and establishing corporate income tax files.
Frequently Asked Questions
Clear answers to common questions about incorporating and running your Malaysian business digitally with Zepheus.
Can a Malaysia My Second Home (MM2H) visa holder act as a Resident Director?
Yes. An MM2H pass holder can qualify as a local resident director under Section 196(4) of the Companies Act 2016 because they ordinarily reside in Malaysia. However, under immigration rules, MM2H holders are strictly classified as investors—they can own shares, act as non-executive resident directors, and receive dividends, but they cannot draw an active monthly executive employment salary from the company.
How much initial paid-up capital should we register for incorporation?
While the legal minimum is RM 1, we generally recommend starting with RM 100 (100 shares at RM 1.00) for simple equity percentage calculations among partners. If you plan to open a commercial bank account smoothly right after incorporation, we recommend registering RM 3,000 paid-up capital to comfortably meet the bank's initial account opening deposit requirements.
Can an overseas foreign company own 100% of a Malaysian Sdn Bhd?
Yes. A foreign corporate entity can act as the sole corporate shareholder, holding 100% of the shares in a Malaysian Sdn Bhd to operate a wholly owned operating subsidiary.
How is identity verified for overseas directors, shareholders, and beneficial owners?
During the setup process, our team conducts secure virtual verification (video KYC) for all foreign directors, shareholders, and ultimate beneficial owners (BO) to verify passports and confirm statutory declarations without requiring an initial trip to Malaysia.
Do foreign directors need to fly to Malaysia to open the corporate bank account?
Yes. Under current Malaysian banking compliance regulations, foreign directors and authorized bank signatories must physically travel to Malaysia to attend a scheduled bank branch appointment for in-person identity verification and signing.
Why does the Managing Director need to register a MyTax account?
Under Inland Revenue Board (LHDN) statutory regulations, the Managing Director or designated principal director must register a personal MyTax portal account to act as the official digital tax administrator for the company, enabling corporate tax lodgments and official e-filings.
What are the Beneficial Ownership (BO) and Source of Funds (SOF) declarations?
A BO declaration identifies the ultimate natural persons holding 20% or more equity/voting power. The SOF declaration verifies the legitimate business origin of capital funds, ensuring full compliance with statutory anti-money laundering regulations.
How long does it take to incorporate a 100% foreign-owned Sdn Bhd?
Once virtual verification is completed and all statutory documents are signed, company incorporation typically takes 3 to 5 working days.
How does Zepheus assist foreign founders throughout setup, banking, and tax registration?
We provide complete end-to-end management: virtual identity verification, statutory incorporation filings, registered office facility, bank appointment coordination for visiting directors, and MyTax portal setup for the Managing Director.
Eligibility Criteria
Planning Retail/Trading Operations or Relocating Key Foreign Executives?
Incorporating your foreign-owned Sdn Bhd is step one. If you plan to engage in retail/distribution or relocate foreign directors to Malaysia, ensure your downstream trade licenses and immigration passes are structured correctly:
Wholesale, Retail, Trade & Distribution
Apply for WRT & Foreign Trade License
Mandatory Ministry of Domestic Trade (KPDN) trade clearance for 100% foreign-owned retail stores, F&B outlets, direct distribution, import/export, and consulting businesses (RM 1,000,000 paid-up capital requirement).
Director Relocation & Expatriate Hiring
Secure Director Employment Pass (EP) & Visas
Fast-track your corporate Expatriate Services Division (ESD) account setup, work passes (Category I, II, III), and Dependent Passes for foreign directors and technical talent wishing to legally reside and work in Malaysia.
DISCLAIMER: The information, guidelines, capital requirements, and statutory procedures outlined above are intended for general reference purposes only. Foreign equity rules, sectoral licensing approvals, and regulatory guidelines are governed under Malaysian statutory legislation and are subject to amendments by respective government ministries without prior notice. Final entity registrations, tax profile approvals, and bank account clearances remain under the sole discretion of the Companies Commission of Malaysia, Inland Revenue Board (LHDN), and respective commercial banks.
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