Photo: Sabah Tourism Board
One federal registry, one state licence, one company secretary.
Companies in Sabah incorporate federally with the Companies Commission of Malaysia (SSM) under the Companies Act 2016, entirely online through the MyCoID portal. What is distinctly Sabahan comes next: a state Trading Licence from your local council before you may operate a premise, and a Sabah work pass for anyone, including West Malaysians, you bring in. Invest Sabah walks you through both.
CHOOSE A STRUCTURE
Three ways to hold a Sabah operation. The choice sets your tax position, your liability and what you are allowed to invoice, so settle it before you reserve a name.
A locally incorporated private limited company. A separate legal entity that can trade, invoice, hold licences and sponsor Employment Passes.
A registered extension of your overseas parent rather than a new company. The parent remains fully liable for its obligations.
A liaison presence for market research, sourcing and coordination, approved by MIDA and funded entirely from abroad.
Sole proprietorships and partnerships in Sabah are not registered through SSM’s EzBiz portal, the Registration of Businesses Act 1956 covers only Peninsular Malaysia and Labuan. In Sabah they are licensed directly by the district or municipal authority.
INCORPORATING A SDN BHD · MYCOID
All five are lodged online. Steps one and two overlap, so the calendar is shorter than the list suggests, provided nothing has to be chased.
- 01Name search & reservation
Search availability on MyCoID and reserve the approved name. Restricted words such as “Bank” or “National” need prior ministerial consent.
HOW LONG1–3 days - 02KYC & document collection
Identity, residential address proof and a section 198 declaration of fitness from every director and shareholder. Runs in parallel with the name search.
HOW LONGParallel - 03Constitution & resolutions
The Model Constitution applies automatically unless you adopt a custom one. First board and shareholder resolutions appoint the director and secretary.
HOW LONG1–2 days - 04Incorporation submission
Lodge director, shareholder, share capital and business activity details on MyCoID and pay the statutory fee by FPX or card.
HOW LONGSame day - 05Certificate of incorporation
Issued on approval, with your company registration number. You may then open a corporate bank account and register with LHDN.
HOW LONG1–3 days
Timings assume a complete, correctly prepared submission. A name that clashes with an existing company or trademark is the single most common cause of delay, have two or three alternatives ready.
BEFORE YOU FILE
Assemble these first and the submission is a single sitting. Chase them afterwards and a three-day incorporation becomes a three-week one.
Distinct from existing companies and registered trademarks. Rejections here cost the most time.
MyKad for Malaysians, passport for foreign directors and shareholders, for every appointed person.
A utility bill or bank statement less than three months old for each director and shareholder.
A physical address in Malaysia, commonly your company secretary’s office at the outset.
A Malaysian citizen, permanent resident, or an expatriate holding a valid Employment Pass.
Paid-up amount and the allocation between shareholders, agreed before you file rather than during.
INDICATIVE COSTS
Statutory fees are SSM’s published schedule; professional and secretarial fees are prevailing market ranges and vary by provider and complexity. Paid-up capital is not a fee, it stays in your company.
AFTER INCORPORATION
Incorporation is the beginning of a compliance calendar, not the end of one. These four are unavoidable, and two of them are on a statutory clock.
Mandatory under the Companies Act 2016. They must be a member of a prescribed professional body or a licensed firm.
Obtain the company tax file number and register employees for monthly tax deduction.
Employer registrations for statutory contributions, due before your first payroll run.
Issued by the local council where your premise sits, no premise may operate without it.
WHAT’S DIFFERENT IN SABAH
Three things a federal checklist will not tell you. All three run in parallel with incorporation rather than after it.
Every business premise in Sabah requires a Trading Licence under the Sabah Trades Licensing Ordinance 1948, applied for through the council in whose area you sit, DBKK in Kota Kinabalu, MPS in Sandakan, MPT in Tawau, MDP in Penampang. Your premise must satisfy zoning, and you must produce a valid tenancy agreement or land title alongside your SSM documents.
Sabah controls its own immigration. Expatriates need an Employment Pass or Professional Visit Pass approved by the Sabah Immigration Department, and Malaysians from the peninsula or Sarawak need a Sabah Work Pass applied for by their employer.
Manufacturing above the statutory thresholds requires a MIDA manufacturing licence, and some sectors, including agriculture and distributive trade, carry foreign equity conditions. Confirm your sector position before you fix the shareholding, not after.
NEXT STEPS
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