A public limited company in Malaysia is a company whose name ends in Berhad or Bhd, and it may offer its shares to the public. It is registered with the Companies Commission of Malaysia (SSM) under the Companies Act 2016, as at 1 August 2022.
A public company in Malaysia has the suffix Berhad, with no Sendirian before it.
A private company’s name ends in Sendirian Berhad (Sdn Bhd), Malay for “private limited”, so a Sdn Bhd is a private limited company.
A public company is not necessarily listed on a stock exchange such as Bursa Malaysia.
A Berhad can be limited by shares or by guarantee. A company limited by guarantee is always a public company.
Key Takeaways
- A Berhad is a public company whose name ends in Berhad or Bhd. A Berhad may offer shares to the public but is not necessarily listed on a stock exchange.
- A Berhad needs at least two directors, and under the Companies Act 2016, at least two of them must ordinarily reside in Malaysia. A Sdn Bhd needs one.
- A Berhad must hold an annual general meeting every calendar year. A Berhad has its accounts audited every year, because SSM’s audit exemption does not apply to a public company.
- A Berhad usually costs more to keep each year than a Sdn Bhd. SSM charges a Berhad RM500.00 to lodge its Annual Return, compared with RM150.00 for a Sdn Bhd.
- You can register a new Berhad in SSM’s Corporate Registry System, reached through SSM4U. SSM charges RM1,000.00 to register the company, plus RM10.00 for Supply of Corporation Information to Agencies.
- A Sdn Bhd can convert into a Berhad by passing a special resolution and lodging the required documents with SSM. Converting does not change the company’s identity, or the rights or obligations it already has.
What a Berhad Must Have
- Directors: A Berhad must have at least two directors. Each one must be an individual, not a company, and at least 18 years old. Under the Companies Act 2016, as at 1 August 2022, at least two of them must ordinarily reside in Malaysia.
- Who cannot be a director: Section 198 of the Act bars an undischarged bankrupt from holding office as a director. The same bar covers a person convicted of an offence the Act lists. It also covers a person the Court has disqualified. Permission from the Official Receiver or the Court lifts the bar for an undischarged bankrupt; for the others, only the Court’s permission does.
- Members: A Berhad needs at least one member, and there is no upper limit. In a Berhad limited by shares, each member is a shareholder.
- Paid-up capital: The Companies Act 2016, as at 1 August 2022, sets no minimum paid-up capital.
- Company secretary: Your company secretary must be a natural person aged 18 or over, and a citizen or permanent resident who ordinarily resides in Malaysia. The secretary must also be a member of a professional body listed in the Act’s Fourth Schedule, or licensed by SSM. You have 30 days from the company’s registration to appoint the first company secretary. The secretary must consent in writing.
- Registered office address: A Berhad must always have a registered office in Malaysia, open to the public during ordinary business hours.
- Name, audit and annual meeting: A Berhad’s name ends in Berhad or Bhd. The company has its accounts audited every year, because SSM’s audit exemption does not apply to a public company. The company holds an annual general meeting in every calendar year.
What Is the Difference Between a Sdn Bhd and a Berhad, or Between Private Limited Companies and Public Limited Companies?
A Sdn Bhd is a private company, and a Berhad is a public company. Under the Companies Act 2016, as at 1 August 2022, a private company limited by shares may have no more than 50 shareholders. It must restrict the transfer of its shares, and its name ends in Sendirian Berhad or Sdn Bhd.
| Point of difference | Sdn Bhd (private company) | Berhad (public company) |
|---|---|---|
| Name ends in | Sdn Bhd (Sendirian Berhad) | Berhad or Bhd |
| Shareholders | One to 50 | At least one member, no upper limit |
| Share transfers | Must be restricted | No rule that they be restricted |
| Offering shares or debentures to the public | Not allowed | Allowed |
| Directors | At least one, who must ordinarily reside in Malaysia | At least two, and at least two of them must ordinarily reside in Malaysia |
| Annual general meeting | Not bound by the Act’s section on annual general meetings for public companies | Held in every calendar year |
| Audit | May choose audit exemption if it is within SSM’s limits, with no application needed (SSM’s guidance, updated 19 May 2026) | Audited every year, with no audit exemption |
| Listing on Bursa Malaysia | Only after converting to a Berhad | Possible, with the Securities Commission Malaysia’s approval |
A Sdn Bhd and a Berhad rest on the same foundations, so the table describes two different tools, not a better one and a worse one.
Each is a separate legal entity, and it continues to exist until it is removed from the register. In a Sdn Bhd or a Berhad limited by shares, the limit of each member’s liability is any amount unpaid on their shares.
A Sdn Bhd and a Berhad are both registered with SSM under the Companies Act 2016.
What Berhad, Bhd, Sdn Bhd, PLT and PLC Mean
The ending of a Malaysian company’s name tells you what type of company it is. The Companies Act 2016, as at 1 August 2022, sets the ending for several types of companies.
| Name ending | What it tells you |
|---|---|
| Berhad or Bhd, with no Sendirian or Sdn before it | A public company |
| Sendirian Berhad or Sdn Bhd | A private company limited by shares; the words mean “private limited” in Malay |
PLT is short for Perkongsian Liabiliti Terhad, which means limited liability partnership (LLP) in Malay.
Many other countries use Ltd to end the names of private limited companies, and PLC to mark public limited companies.
The Malaysian form that matches a PLC is the Berhad.
Many business owners put “Enterprise” in their trade name, but unlike Sdn Bhd and PLT, “Enterprise” is not a legal ending.
Listed and Unlisted Berhads
Not every Berhad is listed. A public company is not necessarily listed on a stock exchange such as Bursa Malaysia. Listing is a separate step that only some public limited companies take.
Every Sdn Bhd in Malaysia is a non-listed company, and so is every company limited by guarantee.
What Are Some Examples of Public Limited Companies in Malaysia, and Is Every Prominent Public Limited Company Listed?
Any company whose registered name ends in Berhad or Bhd, with no Sendirian or Sdn before it, is a public company.
Not every prominent public limited company is listed.
Many of the best-known listed Malaysian companies are Berhads, and the sectors below include several public limited company Berhad names.
- Banks: Malayan Banking Berhad (Maybank), Public Bank Berhad and CIMB Group Holdings Berhad are all public limited companies listed on Bursa Malaysia.
- Utilities: Tenaga Nasional Berhad (TNB) carries the Berhad ending in its own name. TNB is listed on Bursa Malaysia, and so is Petronas Gas Berhad.
- Telecommunications: Telekom Malaysia Berhad and Maxis Berhad are both listed on Bursa Malaysia.
Public limited companies that are not listed include these two groups.
- Charities, clubs and associations: A charity, club or association set up as a company limited by guarantee is always a public company. Foundations, clubs and trade associations can be set up this way.
- Companies limited by shares that have not listed: A Berhad limited by shares does not have to list. Petroliam Nasional Berhad (PETRONAS) and Khazanah Nasional Berhad are well-known Berhad companies whose shares are not listed.
To check any company’s form and details:
- Search by name. SSM e-Info and SSM Search, both SSM information portals, let you search SSM’s records by company name.
- Read the ending. The name ending tells you the company’s form.
- Buy the company profile for the detail. SSM’s Company Profile gives the company’s directors and officers, shareholders, share capital, charges and financial information.
- Use e-Search if you have the registration number. SSM’s e-Search is in MySSM, a free app from SSM.
Why Some Charities, Clubs and Associations Are Called Berhad
A charity, club or association set up as a company limited by guarantee is called Berhad because every company limited by guarantee must be a public company.
A society or association that is not set up as a company registers with the Registry of Societies rather than with SSM.
A co-operative registers with the Malaysia Co-operative Societies Commission.
Advantages and Disadvantages of a Public Limited Company or Berhad
A Berhad’s main advantage over a Sdn Bhd is that it may offer its shares and debentures to the public. A Sdn Bhd may not. In return, a Berhad must hold an annual general meeting in every calendar year. It must also have its accounts audited every year, with no audit exemption.
Advantages of a Berhad
- Raising money from the public: A Berhad may offer shares and debentures to the public, and invite the public to deposit money with it. A Sdn Bhd may not do either.
- Any number of shareholders: Unlike private limited companies, a Berhad has no 50-shareholder limit, and no rule that share transfers must be restricted.
- A route to listing: A Berhad can seek a listing on Bursa Malaysia, with the Securities Commission Malaysia’s approval.
- Standing: Some investors, lenders, customers and suppliers see the Berhad ending as a sign of a larger, more established business.
Limited liability protection and a separate legal personality are not advantages of a Berhad over a Sdn Bhd, because a Sdn Bhd has both.
Disadvantages of a Berhad
- Two directors: A Berhad needs at least two directors, and at least two of them must ordinarily reside in Malaysia. A Sdn Bhd needs one.
- A yearly meeting: A Berhad must hold an annual general meeting in every calendar year, within six months of its financial year end (FYE).
- A full audit every year: A Berhad has its accounts audited every year, whatever the company’s size, because SSM’s audit exemption does not apply to a public company.
- Prospectus rules: Any offer of a Berhad’s shares to the public is subject to the Securities Commission Malaysia’s prospectus rules.
- Higher running costs: A Berhad usually costs more to keep each year than a Sdn Bhd, because of the compulsory audit and the annual general meeting.
Types of Companies in Malaysia, Foreign Companies and Other Business Entities, and Where the Berhad Fits
A company in Malaysia is one of three kinds under the Companies Act 2016, as at 1 August 2022. The three kinds differ in the limit, if any, on what a member stands to lose.
| Kind of company | Limit on what each member risks |
|---|---|
| Limited by shares | Any amount unpaid on their shares |
| Limited by guarantee | What they undertook to contribute if the company is wound up |
| Unlimited | No limit on a member’s liability |
In a company limited by shares, “limited” describes the limit on what a member risks, not a limited number of shares.
Each company is also either private or public, and the Berhad sits on the public side.
| Kind of company | Private or public |
|---|---|
| Limited by shares | Either: private (Sdn Bhd) or public (Berhad) |
| Limited by guarantee | Always public |
| Unlimited | Either |
An unlimited company can convert to a limited company by special resolution and a notice of conversion lodged with SSM.
A foreign company can carry on business in Malaysia in one of two ways, according to SSM. It can register a local company, or it can register itself with SSM as a foreign company.
A registered foreign company must at all times have an agent in Malaysia.
A business entity is the legal form a business takes, and a company is one of several.
- Sole proprietorship and partnership: A sole proprietorship and a partnership are not separate legal entities. Their owners carry unlimited liability. Our guide to the sole proprietorship covers it in full.
- Limited liability partnership (LLP): An LLP is a body corporate, and its partners’ liability is limited.
- Where companies and LLPs register: A company or an LLP is registered with SSM wherever in Malaysia it operates, Sabah and Sarawak included.
- Choosing between them: Our guide to choosing between a Sdn Bhd, an enterprise, a partnership and an LLP helps you choose a suitable business structure.
What Is the Difference Between a Sdn Bhd and a PLT, or Limited Liability Partnership?
A Sdn Bhd is a company limited by shares that issues shares to its members. A PLT is a limited liability partnership (LLP) owned by its partners. It needs at least two partners, with no upper limit. A Sdn Bhd, a Berhad and a PLT are all bodies corporate with limited liability.
| Point of comparison | Berhad | Sdn Bhd | PLT |
|---|---|---|---|
| Owners | At least one member, no upper limit | One to 50 shareholders | At least two partners, no upper limit |
| Name ends in | Berhad | Sdn Bhd | PLT |
| Who must be appointed | At least two directors and a company secretary | At least one director and a company secretary | A compliance officer, who may be a partner |
| Yearly filing | Annual Return and audited financial statements | Annual Return and financial statements | An annual declaration of whether it can pay its debts |
| Audit | Always | A choice, within SSM’s limits | Not generally required |
| Raising money from the public | Allowed | Not allowed | No shares to offer |
| SSM’s registration fee | RM1,000.00, plus RM10.00 for Supply of Corporation Information to Agencies | RM1,000.00, plus RM10.00 for Supply of Corporation Information to Agencies | RM500.00 |
Under Malaysia’s income tax law as it stood at 1 November 2023, a company and an LLP that meet conditions on size and ownership pay tax in the same bands of 15%, 17% and 24%.
For the full comparison of what each business structure offers, including the enterprise and the partnership, see our guide to choosing between a Sdn Bhd, an enterprise, a partnership and an LLP.
Incorporating a Company in Malaysia: When a Berhad Is the Right Type of Company, and When a Sdn Bhd Is Enough
A Berhad makes sense when an organisation needs what only a public company can do or be.
- A company raising money from the public: A company that will offer its shares to the public, or seek a listing on Bursa Malaysia, has to be a public company.
- A not-for-profit body formed as a company: A body formed as a company limited by guarantee is always a public company.
A Sdn Bhd company can bring in investors without becoming a Berhad.
- Room for up to 50 shareholders: A Sdn Bhd may have up to 50 shareholders, the legal limit for a private company.
- Shares for investors: An investor usually expects shares in return for their money. Only a company limited by shares can issue shares. A Sdn Bhd can bring in an investor by issuing new shares, or an existing shareholder can transfer their shares to the investor.
- Equity crowdfunding: A Sdn Bhd that is not an exempt private company can also raise money through equity crowdfunding, up to the Securities Commission’s lifetime limit of RM20 million.
If a Sdn Bhd is the right choice, you can register it yourself through SSM4U.
A licensed company secretary can also prepare and lodge the registration documents for you. On that route, you pay a one-time agent fee on top of SSM’s fee.
Altomate’s Company Secretary & Incorporation package, with the Essential Company Secretary Plan, is one example of that route. Our company secretaries are members of the Malaysian Association of Company Secretaries (MACS) and hold practising certificates from SSM.
The Essential Company Secretary Plan also covers your Annual Return and lodging your financial statements with SSM. The company secretarial service comes with a registered office address at no extra charge.
The package is for a Sdn Bhd, not a Berhad. SSM is the body that registers the company.
See registering a Sdn Bhd with Altomate for what the package includes.
Company Registration for a Berhad, or Converting a Sdn Bhd Into One
You can register a new Berhad with SSM through the Corporate Registry System (CRS), which you reach through SSM4U. If you already have a Sdn Bhd, you can convert it into a Berhad under the Companies Act 2016.
Company Incorporation in Malaysia for a New Berhad
Before you start the incorporation process of a public limited company, have these in place:
- A name ending in Berhad: The company’s name must end in Berhad or Bhd.
- At least two directors: Each director must be a natural person aged 18 or over, and at least two of them must ordinarily reside in Malaysia.
- At least one member: A public company can be registered with a single member.
- A company secretary who lives in Malaysia: The secretary must meet the qualifications set out under “What a Berhad Must Have”, and may be appointed in the first 30 days after you register.
- Sign in to SSM4U. If you are new to SSM4U, register for an account first. You must then verify your identity before you can reach CRS. If you registered with a MyKad, MyPR, MyKAS or MyTentera card, you verify in person, at an SSM counter or a Tap.it kiosk. If you registered as a foreign national, you verify online, with your documents attached.
- Apply in CRS. The CRS application for company formation also collects the information other agencies need, in a section called Information to Other Agencies.
- Pay SSM’s fee. SSM charges RM1,000.00 to register a company in Malaysia, plus RM10.00 for Supply of Corporation Information to Agencies.
- Appoint the company secretary. You have 30 days from registration to appoint the first company secretary. The secretary must consent in writing.
- Apply to commence business. A new Berhad limited by shares may not start business operations or borrow until it lodges a statutory declaration with SSM through CRS. If it has not issued a prospectus, it also lodges a statement in lieu of prospectus. SSM charges RM500.00 to lodge the declaration.
After SSM registration:
- Certificate of Incorporation: SSM may issue a Certificate of Incorporation if the company applies for one and pays a fee. Banks and government institutions require the Certificate of Incorporation as proof that the company is registered.
Converting a Sdn Bhd Into a Berhad
Under the Companies Act 2016, as at 1 August 2022, converting a Sdn Bhd into a Berhad takes three steps.
- Pass a special resolution to convert the company into a public company.
- Lodge a notice with SSM, together with a statement in lieu of prospectus and a statutory declaration that the directors have paid for their shares as the Act requires.
- Change the name ending to Berhad.
Once the company is public, it must meet the rules for a public company:
- A second director: The company needs at least two directors, and at least two of them must ordinarily reside in Malaysia.
- An annual general meeting: The company must hold an annual general meeting in every calendar year.
- A yearly audit: The company has its accounts audited every year.
What a Berhad Owes Every Year, and What It Costs to Keep
Every year, a Berhad holds an annual general meeting, has its accounts audited, lodges its Annual Return and financial statements with SSM, and keeps its accounting records.
- The annual general meeting: Under the Companies Act 2016, as at 1 August 2022, every public company holds an annual general meeting in every calendar year. It holds the meeting within six months of its financial year end, and not more than 15 months after the last one. A new Berhad need not hold one in the year it is registered or the next, as long as it holds its first annual general meeting within 18 months of registration.
- The audit: A Berhad has its accounts audited every year, with no audit exemption. The exemption also does not apply to a private company that is a subsidiary of a public company, so a Berhad’s Sdn Bhd subsidiaries are audited too. SSM’s FAQ adds that a private company the Berhad controls jointly with others cannot use the exemption either.
- The yearly filings: Every company lodges its Annual Return within 30 days of the anniversary of its registration. Every company also lodges its financial statements with SSM. A public company lodges its financial statements within 30 days of presenting them at its annual general meeting.
- Accounting records: The company, its directors and its managers must keep accounting records that explain its transactions and financial position. They must make entries within 60 days of a transaction, and keep the records for seven years after the transactions are completed.
| SSM’s yearly fee | Sdn Bhd (private company) | Berhad (public company) |
|---|---|---|
| Lodging the Annual Return | RM150.00 | RM500.00 |
| Lodging audited financial statements | RM50.00 | RM200.00 |
| Lodging non-audited financial statements | RM20.00 | Not applicable, because a Berhad is always audited |
On top of SSM’s fees, a Berhad pays its company secretary and its auditor every year. Most companies also pay a tax agent or an accountant to prepare their tax return. These professional fees vary from firm to firm.
A Berhad pays company income tax like any other company. Under Malaysia’s income tax law as it stood at 1 November 2023, some smaller companies pay 15% on their first RM150,000 of chargeable income, 17% on the next RM450,000 and 24% above RM600,000.
To qualify, a company must be resident and incorporated in Malaysia, with paid-up ordinary capital of RM2,500,000 or less and gross business income of no more than RM50,000,000.
Those small company rates apply only if the company also meets the ownership conditions. A company loses them if foreign companies or non-citizens own more than 20% of it. It also loses them if it has a related company with paid-up capital over the same RM2,500,000 limit.
Every other company pays 24%.
A company’s financial statements filed with SSM are disclosed before the public eye and open to anyone.
Anyone can buy a company’s financial information from SSM, including audited financial statement comparisons over 2, 3, 5 or 10 years.
Raising Money From the Public in the Malaysian Market
A Berhad may raise money from the public, and private limited companies, such as a Sdn Bhd, may not.
A company that is not public can still raise money through equity crowdfunding, under the Securities Commission’s framework, unless it is an exempt private company.
The Securities Commission’s FAQ of 15 November 2022 says an equity crowdfunding platform may host locally incorporated companies and limited liability partnerships as issuers, but not exempt private companies. An issuer may raise up to a lifetime limit of RM20 million through equity crowdfunding platforms.
What a Berhad’s Directors Must Watch
A Berhad’s directors have duties under the Companies Act 2016, as at 1 August 2022. Breaching them is an offence. A director must use their powers for a proper purpose and in good faith, in the best interest of the company. They must also use them with reasonable care, skill and diligence. The offence carries up to five years’ imprisonment, a fine of up to RM3,000,000, or both.
- Keeping at least two directors: A Berhad must have at least two directors at all times, and at least two of them must ordinarily reside in Malaysia.
- Loans to directors: A company may not lend to one of its directors or to a director of a related company. It also may not guarantee or secure a loan that someone else makes to such a director. Some loans to a director are allowed with the company’s prior approval by resolution. Directors who authorise a loan without the required approval are jointly and severally liable to indemnify the company against any loss.
- Where a director is personally liable: Under the Employees Provident Fund Act 1991, as at 1 July 2022, a company’s directors are jointly and severally liable with the company for any Employees Provident Fund (EPF) contributions it leaves unpaid.
- Who may not act as a director: An undischarged bankrupt, a person convicted of an offence the Companies Act 2016 lists, and a person the Court has disqualified may not hold office as a director. Permission from the Official Receiver or the Court lifts the bar for an undischarged bankrupt; for the others, only the Court’s permission does.
Can Foreigners Own a Public Limited Company in Malaysia, Even as Its One Shareholder?
Yes. According to the Malaysian Investment Development Authority (MIDA), the Companies Act 2016 does not set any equity conditions on companies incorporated in Malaysia. SSM also confirms that a foreigner can be a company’s sole shareholder. A Berhad can be registered with a single member, and that member can be a foreigner.
Limits on foreign ownership come from the rules for particular activities rather than from company law.
In manufacturing, MIDA says foreign investors may hold all of the equity in new projects, and in expansion or diversification projects, as they have been allowed to since June 2003.
A Berhad can have foreign directors too.
Only the minimum number of directors must ordinarily reside in Malaysia, and for a Berhad that minimum is two.
The digital grant from Bank Simpanan Nasional (BSN), Geran Digital PMKS MADANI, sets a Malaysian ownership condition.
It accepts only a business that is at least 60% owned by Malaysian citizens.
Whether a Berhad Counts as an SME for Grants, and the Size Limit for Its Sector
A Berhad can count as a small and medium enterprise (SME) if it is within the SME size limit and does not belong to a group that SME Corporation Malaysia’s definition excludes. The definition, in effect from 1 January 2014, excludes:
- Main-board listed entities
- Subsidiaries of main-board listed companies
- Subsidiaries of large firms, multinational corporations, government-linked companies, Syarikat Menteri Kewangan Diperbadankan and state-owned enterprises
An unlisted Berhad is measured against the size limit for its sector.
SME Corporation Malaysia counts a business as an SME if it is within either limit in the table below, sales turnover or full-time employees, whichever is lower.
| Sector | Sales turnover limit | Full-time employee limit |
|---|---|---|
| Manufacturing | No more than RM50 million | No more than 200 |
| Services and other sectors | No more than RM20 million | No more than 75 |
Each grant scheme sets its own terms, so meeting SME Corporation Malaysia’s definition does not by itself make a Berhad eligible for a grant.
Taking a Berhad Back to Private, or Closing It
A Berhad with a share capital can convert back into a private company under the Companies Act 2016, as at 1 August 2022.
- Pass a special resolution to convert the company into a private company.
- Lodge a notice with SSM.
- Meet the rules for a private company. The company may have no more than 50 shareholders, the legal limit. It must restrict the transfer of its shares, and it takes a name ending in Sdn Bhd.
A listed Berhad would first have to withdraw its listing from Bursa Malaysia, which needs its shareholders’ approval, because a private company must restrict the transfer of its shares.
A company with nothing left to settle can apply to be struck off.
A company applies to be struck off through CRS, and SSM’s fee is RM100.00.
Winding up is the route for a Berhad that has paid dividends, still has capital or heads a group, because striking off is closed to it.
In a winding up, a liquidator takes control of the company, sells its assets, pays its creditors and returns what is left to the members.
The liquidator then holds a final meeting and lodges a return of it with SSM and the Official Receiver, and the company is dissolved three months later.
Frequently Asked Questions
Who Owns a Berhad?
A Berhad limited by shares is owned by its members, who are its shareholders, and managed by its board of directors. A member’s liability is limited to the amount unpaid on their shares.
How Does Someone Become a Shareholder of a Berhad?
In a listed Berhad, an investor becomes a shareholder by buying the company’s shares on Bursa Malaysia through a stockbroker. In an unlisted Berhad, a person becomes a shareholder when the company issues them new shares, or when an existing shareholder transfers shares to them.
What Is the Difference Between a Berhad and an Enterprise, Such as a Sole Proprietorship?
An enterprise is the common name for a registered sole proprietorship or partnership. A sole proprietorship or partnership is not a separate legal entity, and it carries unlimited liability. Only Malaysian citizens or permanent residents may register one. A Berhad is a public company with limited liability.
What Does SSM Stand For?
SSM stands for Suruhanjaya Syarikat Malaysia, the Malay name of the Companies Commission of Malaysia.
Berhad or Sdn Bhd for Malaysian Businesses, in Short
A Berhad is a public company, known by the Berhad or Bhd at the end of its name. It is not necessarily listed on the stock exchange. A business that will not offer its shares to the public does not need to be a Berhad. A Sdn Bhd can become a Berhad later, when it needs to raise money from the public. It stays the same company when it does.
