BHD Incorporation

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

• Directors must not be disqualified under Section 198 of the Companies Act.
  
• Annual return and audited financial statements must be submitted every year.
  
• Company secretary must be a qualified person under the Companies Act.
  
• Must display company name and registration number at the business premises.
  
• Must hold annual general meetings.
  

Compound & Punishment

• Failure to lodge Annual Return: RM500 – RM2,000 per year of non-compliance.
  
• 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