How To Convert An Enterprise To A Sdn Bhd In Malaysia

As an entrepreneur or small business owner in Malaysia, you’ve poured your heart and soul into building your enterprise. But as your business flourishes, you might start considering a more structured approach. This is where understanding the difference between an Enterprise and a Sdn Bhd (Sendirian Berhad) company becomes crucial. Choosing the right business structure can significantly impact your company’s growth, legal standing, and financial obligations. 

What are the key factors that a business owner should consider when choosing between an enterprise and a Sdn Bhd structure? 

When choosing between an enterprise and a Sdn Bhd structure, key factors to consider include liability protection, tax implications, regulatory requirements, scalability, and operational control. Evaluate these aspects carefully to align with your business goals and legal obligations effectively. 

Brief overview of Enterprise and Sdn Bhd (Sendirian Berhad) structures 

Enterprise and Sdn Bhd are two common business structures in Malaysia, each with its own characteristics and legal requirements. 

An Enterprise, also known as a sole proprietorship or partnership, is the simplest form of business structure. An enterprise company in Malaysia is easy to set up and does not require formal registration with the Companies Commission of Malaysia (SSM). However, it is not considered a separate legal entity from its owner(s), and the owner(s) have unlimited personal liability for any debts or obligations of the business. In other words, the owner(s) are personally responsible for the business’s liabilities, and their personal assets may be at risk in the event of any legal disputes or financial difficulties. 

On the other hand, a Sdn Bhd company in Malaysia is a private limited company registered under the Companies Act 2016. It is a separate legal entity from its owner(s) and provides limited liability protection. This means that the owner(s) are not personally liable for the company’s debts or obligations, and their personal assets are protected. A Sdn Bhd is a limited entity, unlike an enterprise, and is required to have at least one director and one shareholder. It must also comply with certain legal requirements, such as annual financial reporting and holding annual general meetings. 

Define Enterprise and Sdn Bhd Company in Malaysia 

At the heart of the decision-making process lies the need to comprehend the intricacies of an Enterprise vs Sdn Bhd: 

Enterprise: An Enterprise is a simpler, sole proprietorship structure commonly used by small businesses. It offers ease of set-up but limited liability protection. The owner is personally liable for the company’s debts. 

Sdn Bhd: A Sdn Bhd, on the other hand, is a private limited company structure. It separates the owner’s (shareholder’s) personal assets from the company’s liabilities. This offers greater protection and facilitates attracting investors. 

Key differences between Enterprise vs Sdn Bhd 

When contemplating the decision of an Enterprise vs Sdn Bhd, consider crucial factors such as liability, tax implications, and the potential to raise capital. While an enterprise offers simplicity, it exposes owners to personal liability. On the other hand, a Sdn Bhd, as a business entity, not only protects personal assets but also facilitates easier access to funding. Delving into these key differences enables entrepreneurs to make decisions that align with their business objectives and risk tolerance. 

There are several key differences between an Enterprise and a Sdn Bhd in Malaysia, including tax obligations, legal liability, and financial reporting requirements. Here is a comparison table outlining some of the main differences: 

Criteria	Enterprise	Sdn Bhd
Personal Income Tax	The owner pays personal income tax	The company pays corporate tax
Corporate Tax	Not applicable	The company pays corporate tax
Legal Liability Protection	Owner(s) personally liable	Shareholders and directors are protected from company liabilities
Financial Statements	Not mandatory	Mandatory annual financial reports
Ease on Growth	Harder to secure loans/grants	Easier to obtain loans/grants. Can raise funds through sales of shares, especially if public
Foreigners	Not allowed	Allowed
Tax on Income	Subject to personal income tax as high as 30%	The corporate income tax rate on company profits ranges from 15% to 24%

Why Convert Your Enterprise to a Sdn Bhd? 

If your business is experiencing steady growth, considering a switch to a Sdn Bhd structure might be advantageous. Here’s why: 

• Limited Liability: Protects your personal assets from business debts. 

• Enhanced Credibility: Sdn Bhd’s status portrays a more professional image, potentially boosting investor confidence. 

• Easier Access to Funding: Sdn Bhd structures are generally viewed more favourably by banks and investors when considering loans or investments. 

• Perpetual Succession: A Sdn Bhd company can continue to exist even after the owner’s death, ensuring business continuity. 

Overall, converting your Enterprise to a Sdn Bhd can position your business for increased credibility, perpetual succession, limited liability protection for shareholders of the company, and the ability to attract shareholders. It is important to consider these advantages and consult with company incorporation experts, such as Grof, to understand the specific implications for your business and ensure a smooth transition. 

Step-by-Step Guide to Converting Your Enterprise to Sdn Bhd 

Ready to make the switch? Here’s a step-by-step guide to help you navigate the conversion process: 

1. Company Name Selection: To choose a unique and available name for your Sdn Bhd company, you can conduct a name availability check through the Companies Commission of Malaysia (SSM). This ensures that the name isn’t already in use and helps you avoid duplicating or mismatching business names. It’s important to select a distinctive name that aligns with your brand identity and complies with SSM guidelines. 
2. Prepare Incorporation Documents: Gather necessary documents like the company constitution (optional), details of directors and shareholders, and proof of registered business address. 
3. Sdn Bhd Registration: Submit the prepared documents to SSM for company registration. Consider seeking professional assistance from a qualified corporate secretary to ensure a smooth process. 
4. Open a Corporate Bank Account: Establish a dedicated bank account for your Sdn Bhd company to separate business finances from personal funds. 
5. Transfer Assets and Liabilities: Legally transfer your Enterprise’s assets and liabilities to the newly formed Sdn Bhd company. This might involve legal consultations. 
6. Re-sign Contracts: Inform your stakeholders, including clients, suppliers, and creditors, about the business structure change. Update contracts to reflect the new Sdn Bhd company details. 
7. Register with Authorities: Register your Sdn Bhd company with relevant authorities like the Inland Revenue Board of Malaysia (LHDN), Employees Provident Fund (EPF), Social Security Organisation (SOCSO), and relevant licensing bodies. 

Following these steps will help ensure a smooth and successful conversion from an Enterprise to a Sdn Bhd. It is advisable to seek professional guidance from experts in company registration, such as Grof, to ensure compliance with the Companies Act and other legal requirements. 

After the Conversion: What Next?

Following the successful conversion, remember these crucial steps: 

• Appoint a Company Secretary: A qualified company secretary ensures adherence to corporate governance regulations. 

• Maintain Proper Records: Implement a system for meticulous record-keeping of financial transactions, meetings, and company resolutions. 

• Comply with Tax Regulations: Sdn Bhd companies face different tax regulations compared to Enterprises. Consult with a tax advisor to understand your tax obligations. 

It is important to stay updated with the latest regulations and requirements related to tax filing, SOCSO registration, and EPF contributions to ensure compliance and avoid any penalties. Engaging the services of a company secretary or professional service provider, such as Grof, can help you navigate these post-conversion tasks and ensure a smooth transition for your new Sdn Bhd. 

How Grof Can Help 

Navigating the conversion process from Enterprise to Sdn Bhd can seem daunting. Grof simplifies the journey by offering a comprehensive suite of incorporation services. Our team of experienced professionals can guide you through every step, ensuring a smooth and efficient transition for your business.

Let Grof be your financial sidekick, providing expert advice and tailored solutions to help you achieve your goals with confidence. 

Conclusion 

Choosing the right business structure is a crucial decision for any entrepreneur in Malaysia. As your business thrives, transitioning from an Enterprise to a Sdn Bhd structure can unlock exciting growth opportunities. By understanding the Enterprise vs Sdn Bhd differences and the benefits a Sdn Bhd offers, you can make an informed decision for your company’s future. Remember, a Sdn Bhd isn’t just about “register sendirian berhad” – it’s about establishing a strong foundation for long-term success. 

While this guide provides a roadmap, consulting with professionals is highly recommended. Grof’s incorporation specialists can provide invaluable support throughout the conversion process, from company name selection to navigating legal requirements. Don’t hesitate to reach out to us at Grof and explore our incorporation services today. Take charge of your business growth and empower your Sdn Bhd to reach new heights!