One-person companies
One-person company in Malaysia: enterprise or Sdn Bhd in 2026?
By Nikka, Founder, Jabbibi · Published · 30 min read
Rules, fees and rates checked against SSM, LHDN, RMCD, EPF and PERKESO sources on 18 September 2026.

Almost every guide ranking for this question in Malaysia is published by a company secretary or an incorporation agent. We are neither, and we charge nothing to incorporate anything, so this guide can say the unpopular thing: for most people trading alone here, an enterprise is the right answer for longer than the internet suggests.
Short answer
An enterprise (a sole proprietorship registered with SSM) costs RM30 a year under your identity card name, or RM60 with a trade name, and files nothing else. A Sendirian Berhad (Sdn Bhd) costs RM1,000 to incorporate, plus a licensed company secretary you must appoint within 30 days, an annual return at RM150 and financial statements at RM20 or RM50.
- On our own calculations from published 2026 rates, it depends on whether you need the cash this year. Taking the money out as dividends, a Sdn Bhd overtakes an enterprise on spendable cash at around RM200,000 of annual profit, or around RM240,000 once you pay RM3,000 a year for a secretary and accounts.
- Paying yourself a salary and counting EPF as money you get back later, the company wins much earlier: at about RM103,000 of profit, or about RM132,000 with RM3,000 a year of company cost. The trade is that roughly RM16,000 a year is locked up until retirement.
- Below that, incorporate for limited liability, for a client who insists on it, or for a foreign shareholder. Do not incorporate for the tax.
- Figures are stated as at 18 September 2026, for Peninsular Malaysia.
Key takeaways
- A one-person Sdn Bhd is normal: section 9 of the Companies Act 2016 requires only one member and section 196 only one director. A limited liability partnership is not an option, because section 6 of the Limited Liability Partnerships Act 2012 needs two people.
- A new Sdn Bhd that trades cannot claim audit exemption in its first two financial years, because SSM's test looks at the two preceding years and a new company has none.
- Most one-person businesses are now outside e-invoicing: LHDN exempts annual turnover below RM3,000,000, and the exemption is automatic.
- The 15% company rate has four conditions, not two. More than 20% foreign ownership costs you the rate and pushes the company to 24% on everything.
- Dividends are not tax-free: since year of assessment 2025 an individual pays 2% on the chargeable income attributable to Malaysian dividends above RM100,000 a year, and a dividend of RM100,000 or less is disregarded outright.
The two-minute answer
Four questions decide this, and only one of them is about tax. Find the row that describes you.
| Your situation | Pick | Why |
|---|---|---|
| Profit under about RM200,000 and no real liability exposure | Enterprise | You keep more cash, and the company's running costs are not yet covered by the tax saving |
| A contract, a debt or a claim could cost you more than the business is worth | Sdn Bhd | Section 192 of the Companies Act 2016 limits a member's liability to any amount unpaid on their shares |
| Profit above about RM250,000 and you can leave money in the business | Sdn Bhd | 15% on the first RM150,000 of chargeable income beats the personal scale, which reaches 25% at RM100,001 |
| You need a foreign shareholder or a foreign partner | Sdn Bhd | Only a Malaysian citizen or permanent resident may register an enterprise. Expect to lose the 15% and 17% rates if foreign ownership passes 20% |
| A client, a tender or a bank insists on a company | Sdn Bhd | The requirement is theirs, not the law's. Federal procurement up to RM20,000 is open to an individual with a MyKad through ePerolehan |
| You are testing an idea, or the business is a side income | Enterprise | RM30 to RM60 a year, a certificate within an hour, no secretary, no annual return, no audit |
This guide is written for Peninsular Malaysia and the Federal Territories. The Registration of Businesses Act 1956, which governs enterprises, applies to Peninsular Malaysia only, plus Labuan. Sabah and Sarawak run their own business registers under their own state law, so the enterprise half of this guide does not describe Kota Kinabalu or Kuching. The Companies Act 2016, and everything below about a Sdn Bhd, applies nationwide.
What each one actually is
An enterprise is you. A Sdn Bhd is a separate legal person that you own. Everything else follows from that one difference.
The enterprise: cheap, fast, and personally yours
An enterprise, which is what Malaysians call a sole proprietorship, is a business registered with SSM (Suruhanjaya Syarikat Malaysia, the Companies Commission of Malaysia) under the Registration of Businesses Act 1956. It is not a separate legal person, so its debts are your debts and its profit is your income. SSM can issue the certificate within an hour of payment, and registration must happen no later than 30 days from the day the business commenced (SSM, Act 197).
The Sdn Bhd: a separate person, with a separate set of duties
A Sendirian Berhad is a private company limited by shares, incorporated under the Companies Act 2016. Section 9 requires only one member and section 196(1)(a) only one director, so a one-person company is an ordinary structure rather than a workaround (SSM, Companies Act 2016). The catch is section 196(4): the minimum director must have their principal place of residence in Malaysia.
Limited liability is the thing incorporation actually buys. Section 192 says a member is not liable for the company's obligations by reason only of being a member, and limits their liability to any amount unpaid on their shares. It does not protect you from your own negligence, from a personal guarantee you sign for the bank, or from unpaid tax you were responsible for as a director.
The PLT is not a third option for one person
Every Malaysian comparison article offers a limited liability partnership (Perkongsian Liabiliti Terhad, PLT) as a middle path. It is closed to you: section 6 of the Limited Liability Partnerships Act 2012 requires two or more persons, and section 68 requires the annual declaration to be lodged by any two partners. One person cannot form or keep a PLT alone.
Who may register which
Only a Malaysian citizen or permanent resident aged 18 or above may register an enterprise with SSM, and only the owner may lodge the application (SSM, Guidelines for Registration of New Business). A foreigner, including a Singaporean who is not a Malaysian permanent resident, cannot. A foreigner may own a Sdn Bhd outright, but the company still needs a director who ordinarily resides in Malaysia, and foreign ownership above 20% costs the company its SME tax rates.
What it costs to start
Two of these numbers are gazetted and cannot be negotiated. The rest is somebody's price list, which is why the figures you see online range from RM320 to RM3,000 for the same thing.
| Cost | Enterprise | Sdn Bhd |
|---|---|---|
| SSM registration fee | RM30 a year under your identity card name, RM60 a year with a trade name, RM5 a year per branch | RM1,000 to incorporate, gazetted in the Companies Regulations 2017 |
| Name reservation | Not needed for a personal-name registration; a trade name needs approval | RM50 for every 30 days, up to 180 days, and optional if you incorporate directly |
| How long it takes | The certificate can arrive within an hour of payment | Filed through the Corporate Registry System on the SSM4U portal; new users verify identity at an SSM counter first |
| Who does the work | You, at ezbiz.ssm.com.my | You or a licensed secretary. Published all-in packages: RM1,599 before service tax (Foundingbird) and RM1,998 (Boss Boleh), both stated to include the government fee |
| First compulsory appointment | None | A licensed company secretary within 30 days of incorporation, under section 236(2) |
Provider prices were read on 18 September 2026 and are commercial pricing, not regulated fees. Nothing in Malaysia caps what a company secretary, an accountant or an auditor may charge, so treat every range in this guide as a market observation with a date on it.
What it costs to keep, year after year
This is where the two structures separate, and it is the part that decides the answer for most readers. An enterprise owes SSM RM60 a year and nothing else. A Sdn Bhd owes SSM RM170 a year and owes a professional whatever they charge.
| Every year you owe | Enterprise | Sdn Bhd |
|---|---|---|
| SSM renewal | RM30 or RM60 a year, renewable one to five years at a time | Not applicable: a company does not expire |
| Annual return | None | RM150, due within 30 days of the anniversary of incorporation, through MBRS |
| Financial statements | None | RM20 unaudited or RM50 audited, circulated within six months of year end and lodged 30 days later |
| Company secretary | None | Commercial pricing: plans that include both annual filings run about RM1,200 to RM2,400 a year |
| Bookkeeping and tax filing | Your own records, kept seven years, plus a tax agent if you want one | Commercial pricing: roughly RM1,200 to RM6,000 a year for accounts, RM800 to RM2,500 for the tax agent |
| Audit | Never | Not in a year you qualify for exemption. Otherwise commercial pricing from about RM2,500 |
| Filing late | Renew up to 12 months after expiry, but trading after expiry is an offence | RM50 if up to 90 days late, RM100 to 180 days, RM150 to 365 days, RM200 beyond that |
Put together, a Sdn Bhd's honest floor is about RM1,450 a year: RM150 for the annual return, RM20 for the financial statements and a secretary plan that includes both filings. A company that actually trades, keeps books and pays a tax agent runs at roughly RM4,000 to RM12,000 a year. An enterprise runs at RM60, or about RM660 if you pay someone to file your Form B.
Watch how secretary plans are priced. The cheapest advertised retainers exclude the annual return and the financial statement lodgement, then bill them separately at RM250 to RM600 each. Compare plans on what is included, not on the monthly number. Prices read on 18 September 2026 from Altomate, Boss Boleh, 3E Accounting, Malaya Corporate and HL Wong.
Will you need an auditor?
Probably, for the first two years, and this is the single most expensive thing most comparison pages get wrong. SSM's audit exemption rests on Practice Directive 10/2024, and its test looks backwards over three financial years. A new company that trades has no history, so it cannot qualify.
SSM says so directly in its own audit exemption FAQ: a newly incorporated private company that is not dormant does not qualify, because the Practice Directive requires financial information for the immediate past two financial years. A founder who incorporates in 2026 and starts trading is paying for an audit in financial years one and two, whatever the turnover.
From the third year, a private company is exempt if it meets at least two of three tests. For a financial period commencing on or after 1 January 2026 those are annual revenue of RM2,000,000 or less, total assets of RM2,000,000 or less, and 20 employees or fewer, and the same limits must hold for the two preceding years. The widely quoted RM3,000,000 figure is the 2027 phase, not the 2026 one (SSM, Practice Directive 10/2024).
Two more things follow. A company that has been dormant since incorporation stays exempt regardless of the thresholds, which is why a parked company is cheap to hold. And exemption removes the auditor, not the filing: an exempt company still lodges unaudited financial statements with a directors' report, a statement by directors, a statutory declaration and a signed audit exemption certificate.
The tax comparison, with the working shown
Here is what a Malaysian business run by one person actually keeps, at five levels of annual profit, on three routes. These are our own calculations from published 2026 rates, computed twice by different methods, with the assumptions listed underneath. They are not figures published by LHDN.
| Annual profit | Enterprise | Sdn Bhd, dividends only | Sdn Bhd, salary of RM5,000 a month |
|---|---|---|---|
| RM60,000 | RM58,390 (2.7% tax) | RM51,000 (15.0%) | RM47,361, plus RM9,844 into EPF and PERKESO |
| RM120,000 | RM107,850 (10.1%) | RM102,000 (15.0%) | RM94,314, plus RM16,420 into EPF and PERKESO |
| RM200,000 | RM167,850 (16.1%) | RM167,800 (16.1%) | RM161,559, plus RM16,420 into EPF and PERKESO |
| RM300,000 | RM242,850 (19.1%) | RM249,140 (17.0%) | RM243,178, plus RM16,420 into EPF and PERKESO |
| RM600,000 | RM465,940 (22.3%) | RM493,160 (17.8%) | RM487,104, plus RM16,420 into EPF and PERKESO |
Jabbibi's calculations from published rates, 18 September 2026. Assumed throughout: a Malaysian resident founder under 60, with no other income, claiming the RM9,000 individual and dependent relatives relief and nothing else, on all three routes. Enterprise: the profit is the founder's business income, with no voluntary EPF contribution. Sdn Bhd: the company meets all four SME conditions, so 15% on the first RM150,000 of chargeable income and 17% above it, and every ringgit left after tax is paid out as a dividend in the same year. The 2% dividend charge applies to the chargeable income attributable to dividends above RM100,000, and a dividend of RM100,000 or less is disregarded, which is why the RM120,000 row carries none. Salary route: RM5,000 a month, or RM3,000 at the RM60,000 level because the company cannot pay more than it earns, with employer and employee EPF, SOCSO, EIS and the LINDUNG 24 Jam deduction, and employer contributions deducted as a company expense before company tax. Compliance costs are excluded here and dealt with below. Your own figures will differ.
Where the line really is
At RM200,000 of profit the two routes are a dead heat: RM167,850 as an enterprise against RM167,800 through a company paying dividends. Fifty ringgit apart on two hundred thousand. Below it the enterprise wins on cash, above it the company does, and the company only wins by enough to pay for itself somewhere above RM240,000.
Solving for the point where the two give the same cash, with the company's fixed costs treated as a deductible expense: the company overtakes at about RM200,000 of profit if it costs nothing to run, about RM219,000 at RM1,500 of annual cost, about RM239,000 at RM3,000, and about RM264,000 at RM5,000. Two independent calculations put the zero-cost crossover at RM200,079 and RM200,789.
The number that circulates in Malaysian comparison articles is RM70,000, and it is not wrong so much as incomplete: it compares tax rates on money left inside the company, not cash reaching the founder. If you leave profit in the business to fund growth, the company's 15% beats your personal 25% band much earlier. If you take the money out, which is what most one-person businesses do, RM200,000 is the honest line.
The rates, and the four conditions everyone forgets
An enterprise's profit is your income. It is added to everything else you earn and taxed on the resident scale: nil on the first RM5,000, then 1%, 3%, 6%, 11%, 19%, 25% from RM100,001, 26% from RM400,001, 28% from RM600,001 and 30% above RM2,000,000 (LHDN, individual tax rates). A resident with chargeable income below RM35,000 also gets a RM400 rebate.
A qualifying Sdn Bhd pays 15% on its first RM150,000 of chargeable income, 17% from RM150,001 to RM600,000 and 24% above that. Every other company pays a flat 24%. Four conditions decide which you are, and most articles quote only the first two (LHDN, Public Ruling 8/2025):
- Paid-up ordinary share capital of RM2,500,000 or less at the start of the basis period.
- Gross business income of RM50,000,000 or less for that year of assessment.
- Not more than 50% owned, directly or indirectly, by a related company with paid-up capital above RM2,500,000, and not owning more than 50% of such a company.
- Since year of assessment 2024, not more than 20% of the paid-up ordinary share capital owned, directly or indirectly, by foreign companies or by individuals who are not Malaysian citizens.
That last condition is the one that catches founders in Johor. Take a Singaporean co-founder for a quarter of the shares and the company pays 24% on every ringgit of chargeable income, not 15% on the first RM150,000. On RM300,000 of chargeable income that is RM24,000 a year of difference: RM48,000 at the SME rates against RM72,000 at the flat 24%.
Taking the money out
An enterprise has nothing to take out: the profit is already yours and already taxed as your income. Moving money from the business account to your personal account is not a taxable event. A Sdn Bhd is the opposite, because the company's money is not your money, and how you move it changes the bill.
A salary under a contract of service
A salary is deductible for the company and taxed on you, and it drags EPF and PERKESO with it. EPF's own position is that all salaried directors must register and contribute: for a Malaysian under 60, the employee pays 11% and the company pays 13% where monthly wages are RM5,000 or less, or 12% above that. On a RM5,000 salary that is roughly RM15,974 a year into EPF, SOCSO and EIS combined. That money is yours, it earns a dividend, but you cannot spend it now.
A director's fee for holding office
A director's fee paid for holding the office, with no contract of service, carries no EPF and no SOCSO, because both attach to an employment relationship that does not exist. It is still employment income for tax and still runs through monthly tax deduction. It is the flexible middle route, but only if you genuinely hold the office and are not also employed: once you are on a contract of service, EPF's position is that all salaried directors must contribute, and calling part of the same pay a fee does not change that. A fee that is not paid monthly also runs through LHDN's additional remuneration formula rather than the normal monthly one.
Dividends, and the 2% that surprises people
Malaysia taxes company profit once, so a dividend is paid out of profit the company has already been taxed on. Since year of assessment 2025, however, an individual pays 2% on Malaysian dividends above RM100,000 a year, under section 16 of the Finance Act 2024, which inserted Part XXII of Schedule 1 to the Income Tax Act 1967. Strictly, the charge falls on the chargeable income attributable to the dividend, after reliefs, so it starts a little above RM100,000 of dividend, and a dividend of RM100,000 or less is disregarded altogether. A company paying a dividend must also give the shareholder a voucher stating the gross amount.
The practical shape: dividends give you the most spendable cash at every profit level we modelled, and a salary gives you the lowest tax bill from RM120,000 upwards while locking part of the difference into EPF. Which is better depends on whether you need the money this year or are content to save it.
When you pay: CP500 against CP204
The timing differs, and it favours a new company. As an enterprise you file Form B by 30 June, with a 15-day grace period for e-Filing, and LHDN collects tax in advance through a CP500 notice: six instalments starting in March. A CP500 is varied rather than cancelled: you apply on Form CP502, once by 30 June and once by 31 October, and a successful application gets you a revised schedule on CP503. If you do revise and the final tax comes in more than 30% above your revised estimate, a 10% increase is charged on the part of the difference that exceeds 30%, not on the whole shortfall. A missed instalment carries its own 10% after thirty days.
A company files Form C within seven months of its financial year end and normally files a CP204 estimate and pays monthly instalments. But a newly incorporated resident SME is excused CP204 for its first two years of assessment, provided it keeps paid-up capital at RM2,500,000 or less and is not caught by the related-company or foreign-ownership tests. For the first two years, that is real cash-flow relief the enterprise does not get.
Do you have to issue e-Invoices?
Probably not. LHDN exempts taxpayers with annual turnover or revenue below RM3,000,000 from issuing e-Invoices, including self-billed ones, under e-Invoice Guideline Version 4.8 dated 30 August 2026 (LHDN, e-Invoice Guideline 4.8). The exemption is automatic and needs no application. The threshold has moved twice in about a year, from RM500,000 to RM1,000,000 and now to RM3,000,000, so check the date on any guide that quotes it, including this one.
Incorporating can cost you that exemption. It is lost if you have a non-individual shareholder, a holding company, or a related company or joint venture turning over RM3,000,000 or more, and a business in that position has a concessionary start date of 1 July 2026. A sole proprietor has a different trap: LHDN adds together every enterprise registered in the same person's name when testing the RM3,000,000 threshold.
Being exempt does not take you out of the system. Suppliers who are in scope still have to issue e-Invoices to you, so you will be asked for your Tax Identification Number and your 12-digit SSM business registration number. The MSIC business activity code on that invoice is the supplier's own, not yours. Businesses that are in scope and turn over up to RM5,000,000 have an interim relaxation until 31 December 2027, during which a monthly consolidated e-Invoice is enough.
Service tax: the RM500,000 line
Service tax is the Malaysian equivalent of the consumption tax a Singaporean would call GST, and it starts much lower. Group G of the First Schedule to the Service Tax Regulations 2018 covers legal, accounting, surveying, engineering, architecture, consultancy, management, employment agency, security, IT, online platform and maintenance or repair services. A Group G provider must register once taxable services exceed RM500,000 in a 12-month period (RMCD, MySST).
The threshold is tested two ways: backwards over the current month plus the previous 11, and forwards over the current month plus the next 11. A signed contract can therefore trigger registration before the money arrives. Training and coaching are not named in Group G, so a founder selling workshops has to decide whether the engagement is in substance consultancy or management, which is in Group G at 8%. The education services group added on 1 July 2025 will not catch you: it applies to private schools charging more than RM60,000 a year per student, at 6%.
Two details catch small businesses. Service tax is 8% for most services and is not a value-added tax, so there is no general input credit and the tax your suppliers charge you is a cost. And a business in Malaysia that buys a taxable service from a supplier outside Malaysia has to account for service tax on that imported service whether or not it is registered, with no turnover threshold at all.
EPF, PERKESO and hiring your first person
None of this turns on your legal structure. EPF, SOCSO, the Employment Insurance System, monthly tax deduction, the minimum wage and the HRD levy all attach to the employment relationship, so an enterprise with one employee carries exactly the same duties as a Sdn Bhd with one employee. The Employees' Social Security Act 1969 says it applies to all industries having one or more employees.
What differs is whether you can cover yourself. A sole proprietor cannot be their own employee, because EPF and SOCSO both need a contract of service and you cannot contract with yourself. Your route is voluntary: i-Saraan for EPF, where the government adds 20% of what you pay in, capped at RM500 a year and RM5,000 over a lifetime, and LINDUNG Kendiri for PERKESO. A Sdn Bhd director on a salary is simply an employee, with all the contributions that implies.
| Item | Employer | Employee |
|---|---|---|
| EPF, Malaysian under 60 | 13% of wages up to RM5,000 a month, 12% above | 11% |
| SOCSO (Act 4), first category | 1.75%, capped at RM6,000 of monthly wages | 1.25% for most employees since 1 June 2026: 0.5% for invalidity plus 0.75% for LINDUNG 24 Jam. That second part is compulsory for foreign workers and automatic for local workers who did not opt out by 31 August 2026, so check each employee's status |
| Employment Insurance System | 0.2%, capped at RM6,000 | 0.2% |
| Minimum wage | RM1,700 a month since 1 August 2025, with no exemption for small employers | — |
| HRD Corp levy | 1% of wages, but only once you have 10 or more Malaysian employees | May not be deducted from pay |
| Paperwork | Register with EPF within 7 days, PERKESO through ASSIST, monthly tax deduction by the 15th, Form E by 31 March, Form EA by the last day of February | — |
One employee on the RM1,700 minimum wage costs about RM1,953 a month once EPF, SOCSO and EIS are added, and takes home about RM1,489 before income tax. That is a 15% loading on the wage, and it is the same whether you are an enterprise or a Sdn Bhd.
The employee's SOCSO share changed on 1 June 2026, when the LINDUNG 24 Jam non-employment injury scheme started under the Employees' Social Security (Amendment) Act 2026. PERKESO's own English contributions page had not been updated when we checked on 18 September 2026, so payroll guides still quoting a flat 0.5% for 2026 are behind.
The licences SSM does not give you
Registering with SSM does not make trading lawful. Section 5(8) of the Registration of Businesses Act 1956 says registration is not to be taken to imply that the requirements of any other law have been complied with, and SSM's own guideline repeats it: the owner is still responsible for licences, permits and approvals from other authorities.
The licence that matters comes from your local council under the Local Government Act 1976. Section 107 lets each council set its own fees and cap a licence at three years, and a council by-law can carry a fine of up to RM2,000 or a year's jail, plus RM200 a day for a continuing offence. Rates are local, so the figures below are examples, not a national schedule.
- In Kuala Lumpur, the gazetted annual licence fee for a managing office is RM200 for one unit, RM400 for two and RM500 for three or more. From 1 July 2026 DBKL lets you renew for up to three years, with a 5% discount for two years and 10% for three, if you have no outstanding compounds.
- In Johor Bahru, MBJB charges RM15 to register a business premise licence and RM5 for an advertising licence, as application fees, and renewals are due between 1 November and 31 December each year.
- In Iskandar Puteri, MBIP charges a RM50 processing fee for a new premise and advertising licence, and its gazetted annual rate for a consultant's office is RM200 under 1,000 square feet, RM250 to 2,000 square feet and RM300 above that.
Working from home is allowed and still licensed, though the national rulebook is softer than it looks. The federal home-business guideline is a model the Federal Government has not yet brought into force, and it lets any council waive any provision or fee, so what binds you is whatever your council has adopted. Its defaults: the business takes no more than 25% of the built-up floor area, or whatever area the council sets; the applicant is a Malaysian citizen who owns or rents the house; neighbour support and management-body consent are required; and the signboard is no larger than one square metre with Bahasa Melayu as the main language. Each council sets its own fee.
Opening the bank account
For an enterprise, the bank wants your identity card, the SSM registration certificate and the business information pages. For a Sdn Bhd it wants the notice of registration, the section 14 application, the notification appointing the first company secretary, the constitution if you adopted one, identification for every director and signatory, and a board resolution to open and operate the account. CIMB asks RM3,000 as the minimum initial deposit on its Business Current Account for either structure, while Public Islamic Bank's Current Account-i states no minimum at all, which is a reminder that this is each bank's commercial choice rather than a Bank Negara rule.
This is not the bank being difficult. Bank Negara Malaysia requires every reporting institution to run customer due diligence when it opens a business relationship, and for a company that means seeing the documents that prove who controls it. Requirements and deposits are commercial terms that vary by bank and were read on 18 September 2026.
If your clients are in Singapore
This is the Johor question, and no Malaysian comparison page answers it. Three things matter, and they compound.
First, where the work is done decides where it is taxed. Work you physically perform in Malaysia is Malaysian-sourced income, whoever pays for it and wherever the money lands. A Singapore client paying a Malaysian for work done in Malaysia withholds nothing in Singapore: Singapore withholding tax applies only to income attributable to services rendered in Singapore.
Second, a Singaporean cannot register an enterprise here, and a Singapore-resident founder cannot be the sole director of a Sdn Bhd, because section 196(4) of the Companies Act 2016 requires the minimum director to have their principal place of residence in Malaysia. A Singaporean can own the shares; someone resident in Malaysia has to be on the board.
Third, if that Singaporean takes more than 20% of the shares, the company loses the 15% and 17% SME rates and pays 24% on everything. A co-founder arrangement that looks like a formality can cost more than the arrangement is worth, so price it before you sign it. If you are weighing up which country to register in at all, our guide to running a one-person company in Singapore or Malaysia sets the two systems side by side.
You cannot upgrade an enterprise
There is no conversion. SSM's guideline for changing a registered business allows four changes only, to the address, the business type, branch details and owner or partner details, and the only status change it permits is between sole proprietorship and partnership. To become a Sdn Bhd you incorporate a new company and separately close the enterprise.
The order of operations
- Check the name. Section 26(1)(b) of the Companies Act 2016 blocks a company name identical to an existing business, including your own enterprise, and SSM ignores cosmetic additions such as Sdn Bhd, Holdings, Group or Malaysia when it decides whether two names are identical.
- Incorporate the company for RM1,000 through the Corporate Registry System on the SSM4U portal, reserving the name first for RM50 per 30 days if you need to hold it.
- Appoint a licensed company secretary within 30 days, under section 236(2). The office cannot stay vacant for more than 30 days.
- Move the business across on purpose: assets, stock, contracts, licences, the bank account and the domain. Each has its own tax or administrative consequence, below.
- Re-register with everyone else. The company gets its own LHDN tax file, its own EPF and PERKESO employer registrations once it pays a salary, and its own SST registration if it crosses the threshold. None of these follow the business.
- Lodge Form C, the notification of termination, through EzBiz within 30 days of ceasing. SSM charges nothing for it. Lodging it is also what frees the trade name for the company.
The tax traps in moving the business
Selling your equipment to your own company is a controlled transfer. Under paragraphs 38 to 40 of Schedule 3 of the Income Tax Act 1967 the price you write on the invoice is ignored: the disposal is deemed to happen at your residual expenditure, no balancing charge or allowance arises, and the company inherits your written-down value instead of a fresh cost base. LHDN's Public Ruling 1/2018 works the arithmetic through at Example 11, where a partnership the owner controls sells a machine to a company she also controls: the RM60,000 invoiced is disregarded, the disposal happens at the RM38,000 residual expenditure, and the company keeps claiming on the original cost. The same control test catches a sole proprietor selling to their own Sdn Bhd. Invoicing the company at market value buys it nothing in capital allowances.
Trading stock is the opposite trap. On cessation, stock that is not genuinely sold to a buyer who can deduct its cost is valued at market value, and that value is treated as your closing stock, which can create taxable profit in your final period.
Goodwill and receivables attract stamp duty. Ad valorem duty under item 32(a) of the First Schedule to the Stamp Act 1949 runs at 1% on the first RM100,000, 2% to RM500,000, 3% to RM1,000,000 and 4% above, on consideration or market value, whichever is higher. A business transfer agreement is itself a dutiable instrument, gifting the assets does not avoid the duty, and the relief for transfers between associated companies is closed to you because a sole proprietorship is not a company. Trade marks, patents and copyright are the exception: their transfer on sale is exempt.
Property is a decision you do not reverse. An individual can put real property into a company they control at no gain and no loss, but only in exchange for shares and only if they are a Malaysian citizen. Once it is inside, the individual's nil rate after five years is gone: a company pays real property gains tax of 30%, 20%, 15% and then 10% from the sixth year onwards, and never reaches zero.
One more thing to plan for: unabsorbed losses and unabsorbed capital allowances belong to you, not to the business, and they do not follow it into the company. If you are sitting on either, work out what they are worth before you close the enterprise.
Closing either one, and filing in 2026
An enterprise costs nothing to close. You lodge Form C within 30 days of ceasing, through EzBiz, and failing to lodge it is an offence carrying a fine of up to RM10,000 or a year's imprisonment, or both. If the registration has already expired, SSM says no termination notice is needed: you buy a Business Expiry Confirmation letter from SSM e-Info or MyData instead.
A Sdn Bhd costs RM100 to strike off under section 550 of the Companies Act 2016. The Registrar runs two consecutive 30-day notice periods before the name is published in the Gazette, which is the moment the company is dissolved, and any person may object within 30 days for RM300. Section 554 then keeps the liability of every director, officer and member alive as if the company had not been dissolved. The alternative, a members' voluntary winding up, needs a solvency declaration and dissolves the company three months after the liquidator's final return; providers quote it in five figures.
Where you file changed in 2026. SSM's Corporate Registry System went live on 14 July 2026 and replaced MyCoID and e-Secretary for company incorporation and statutory lodgements, reached through the SSM4U portal. Enterprises are not on CRS: they still register, renew and terminate at ezbiz.ssm.com.my. Guides that still send you to MyCoID are out of date.
Lookalike registration sites rank well in Malaysian search results, and SSM's own services are spread across several domains, which makes them hard to tell apart. The official ones are ssm.com.my, ssm4u.com.my and ezbiz.ssm.com.my, with paid information at ssm-einfo.my and mydata-ssm.com.my. If a site asks for a "processing fee" that is not RM30, RM60, RM1,000 or another gazetted SSM charge, stop.
What a lot of guides still get wrong
These are the six errors we found most often while checking the current position. Every correction below is sourced in the list at the end.
| Often written | The current position |
|---|---|
| "Dividends from a Sdn Bhd are tax-free" | An individual pays 2% on the chargeable income attributable to dividends above RM100,000, from year of assessment 2025. A dividend of RM100,000 or less is disregarded |
| "e-Invoicing applies to everyone by 2026" | Turnover below RM3,000,000 a year is exempt, automatically, under Guideline 4.8 of 30 August 2026 |
| "Audit exemption starts at RM3 million" | That is the phase for periods starting in 2027. For a period starting in 2026 it is RM2,000,000, RM2,000,000 and 20 employees, any two of three |
| "A small Sdn Bhd never needs an audit" | A new company that trades cannot claim exemption in its first two financial years, because the test needs two prior years |
| "SOCSO costs the employee 0.5%" | 1.25% for most employees since 1 June 2026, after LINDUNG 24 Jam added 0.75% borne by the employee |
| "Incorporate through MyCoID" | Company filings moved to the Corporate Registry System on 14 July 2026, through SSM4U |
Frequently asked questions
Can one person register a Sdn Bhd in Malaysia?
Yes. Section 9 of the Companies Act 2016 requires only one member and section 196(1)(a) only one director, so a single-member, single-director Sdn Bhd is an ordinary structure. Two conditions apply: that director must have their principal place of residence in Malaysia, and a licensed company secretary must be appointed within 30 days of incorporation.
Can a foreigner register an enterprise in Malaysia?
No. Only a Malaysian citizen or permanent resident aged 18 or above may register an enterprise with SSM, and only the owner may lodge the application. A foreigner who wants to trade in Malaysia has to use a company, and a Sdn Bhd with more than 20% foreign ownership pays 24% corporate tax rather than the 15% and 17% SME rates.
At what profit should I move to a Sdn Bhd?
On our calculations, a Sdn Bhd paying dividends overtakes an enterprise on spendable cash at about RM200,000 of annual profit, and at about RM239,000 once you pay RM3,000 a year for a secretary and accounts. Below that, incorporate for limited liability or because a client insists, not for the tax.
Can I convert my enterprise into a Sdn Bhd?
No. SSM has no conversion mechanism: you incorporate a new company for RM1,000 and separately terminate the enterprise on Form C within 30 days of ceasing, which costs nothing. Moving assets, stock, goodwill and contracts across has tax and stamp duty consequences worth planning before you start.
Can my Sdn Bhd use my enterprise's name?
Not while the enterprise is still registered: section 26(1)(b) of the Companies Act 2016 blocks a name identical to an existing business. Lodging the termination notice releases the name straight away; an expired registration releases it only after 12 months. SSM ignores additions like Sdn Bhd, Holdings, Group or Malaysia when testing whether two names are identical.
Does a small Sdn Bhd need an audit?
In its first two financial years, yes, if it trades. SSM's audit exemption test looks at the two preceding financial years and a new company has none. From the third year a company is exempt if it meets two of three tests: revenue of RM2,000,000 or less, assets of RM2,000,000 or less and 20 employees or fewer, for a period starting in 2026.
Do freelancers in Malaysia have to issue e-Invoices in 2026?
Most do not. LHDN exempts annual turnover or revenue below RM3,000,000 under e-Invoice Guideline 4.8 of 30 August 2026, and the exemption is automatic. It is lost if a corporate shareholder or a related company turns over RM3,000,000 or more, in which case e-invoicing starts from 1 July 2026. All enterprises in one person's name are added together for the test.
Do I have to register for SST?
Only once taxable services exceed RM500,000 in a 12-month period, for the professional and consultancy services in Group G. The test runs backwards over the past 12 months and forwards over the next 12, so a signed contract can trigger it. Service tax is 8% and carries no general input credit.
Do I have to pay EPF for myself?
Not as a sole proprietor: you cannot be your own employee, so EPF and SOCSO are voluntary for you. i-Saraan adds a government incentive of 20% of what you contribute, capped at RM500 a year and RM5,000 over a lifetime. A Sdn Bhd director drawing a salary is an employee, so EPF and SOCSO become compulsory on that salary.
Is a PLT a good middle option?
Not for one person. Section 6 of the Limited Liability Partnerships Act 2012 requires two or more persons to form a PLT, and section 68 requires the annual declaration to be lodged by two partners. A solo founder in Malaysia is choosing between an enterprise and a Sdn Bhd, whatever the comparison charts suggest.
What does it cost to close a Sdn Bhd?
SSM charges RM100 to apply to strike a company off under section 550. The Registrar runs two 30-day notice periods before the Gazette entry dissolves the company, and section 554 keeps directors' and members' liability alive afterwards. Providers charge their own fee on top, and a members' voluntary winding up runs into five figures.
Do I need a council licence if I work from home?
Almost certainly, and it is your council that decides. The federal home-business guideline sets the defaults, a licence from the local council, no more than 25% of the built-up floor area, neighbour support and management-body consent, but the Federal Government has not brought it into force and councils may waive parts of it. Ask your own council: SSM registration is not a licence to trade.
The bottom line
The honest version of this decision is short.
- If your profit is under about RM200,000 and nothing about your work could produce a claim bigger than your savings, stay an enterprise. It costs RM60 a year and your evenings stay yours.
- Incorporate when you need limited liability, a foreign shareholder, or a client who will not sign with anything else. Those are good reasons. A tax saving that arrives at RM200,000 is not one, until you are there.
- If you do incorporate, budget for a secretary from day 30, an audit for the first two years, and the paperwork of being an employer if you put yourself on a salary.
- Check the rule that moved most recently before you act: e-invoicing, audit exemption and the employee's SOCSO rate have all changed in the last twelve months.
For the same decision seen from both sides of the Causeway, read our 2026 guide to one-person companies in Singapore and Malaysia, or browse the blog.
Sources
Law, regulators and official guidance
- Suruhanjaya Syarikat Malaysia (SSM), Laws of Malaysia, Act 777, Companies Act 2016, retrieved 2026-09-18, https://www.ssm.com.my/Pages/Legal_Framework/Document/Companies%20Act%202016_Akta%20777_BI%20(1.8.2022).pdf
- Suruhanjaya Syarikat Malaysia (SSM), Laws of Malaysia, Act 197, Registration of Businesses Act 1956, retrieved 2026-09-18, https://www.ssm.com.my/bm/acts/a0197pdf.pdf
- Suruhanjaya Syarikat Malaysia (SSM), Guidelines for Registration of New Business, retrieved 2026-09-18, https://www.ssm.com.my/Pages/Register_Business_Company_LLP/Business/Business-Document/guidelines_for_registration_of_new_business_05062018.pdf
- Suruhanjaya Syarikat Malaysia (SSM), Guidelines on the Termination of Business, retrieved 2026-09-18, https://www.ssm.com.my/Pages/Services/Registration-of-Business-(ROB)/Registration/Guidelines%20for%20Termination%20of%20Business.pdf
- Companies Regulations 2017, P.U. (A) 37, Schedule of fees, published by SSM, retrieved 2026-09-18, https://www.ssm.com.my/Pages/Services/Registration-of-Company-(ROC)/Table-of-Fees.aspx
- Suruhanjaya Syarikat Malaysia (SSM), Practice Directive No. 10/2024, Qualifying Criteria for Audit Exemption, retrieved 2026-09-18, https://www.ssm.com.my/Pages/Legal_Framework/Document/NEW%20PD%2010-2024%20-%20Qualifying%20Criteria%20for%20Audit%20Exemption%20for%20Certain%20Categories%20of%20Private%20Companies%20(Portal).pdf
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- Suruhanjaya Syarikat Malaysia (SSM), Practice Directive No. 1/2017 (Revised 14 July 2026), lodgement requirements and late lodgement penalties, retrieved 2026-09-18, https://www.ssm.com.my/Pages/Legal_Framework/Document/PD%201_2017%20(Revised)_140726.pdf
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Commercial pricing, read on 18 September 2026
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- HL Wong & Associates, Our Fee, https://hl-wong.com/content/our-fee
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