Can one person be the only director and shareholder of a Sdn Bhd?
Yes. A company needs at least one member and one director, and one person can be both. A private company must have at least one director who ordinarily lives in Malaysia. You still need a licensed company secretary, and you cannot act as both director and secretary where the law needs both.
Companies Act 2016, s.9 requires a company to have one or more members and one or more directors. For a private company, s.196(1)(a) sets the minimum at one director. The Act does not require the director and shareholder to be different people.
Practical points
- The sole director must be a natural person aged at least 18 and ordinarily resident in Malaysia (s.196(2) and (4)).
- You still need a company secretary appointed within 30 days of incorporation. A person cannot act as both director and secretary where a document needs both signatures (s.242).
- Decisions of a sole shareholder-director should still be written down as resolutions.
- Sole directors carry full responsibility for statutory duties, so keep records tidy.
- A director may not resign if that would leave the company below the minimum (s.196(3)).
A single-person company can later add shareholders by allotting or transferring shares, and report the change to SSM within the deadlines in the Act.
Legal basis
- Companies Act 2016, s.9
- Companies Act 2016, s.196
- Companies Act 2016, s.242
Sources
Applies to 2026 · Last reviewed 29 October 2026
General information for business owners, not legal, tax or professional advice. Rules change, so check the sources or ask a licensed professional before you act.
Related questions
- What business structure should I choose in Malaysia: sole proprietorship, partnership, LLP or Sdn Bhd?Pick based on liability, who owns it and how credible you need to look. A sole proprietorship or partnership is cheapest but the owners are personally liable; an LLP or a Sdn Bhd gives a separate legal entity. A Sdn Bhd is the usual choice once you hire staff, sign larger contracts or bring in investors.
- What is the difference between a sole proprietorship and a Sdn Bhd in Malaysia?A sole proprietorship is not a separate legal person, so you are personally liable for all business debts. A Sdn Bhd is its own legal person and shareholders are generally liable only for unpaid share capital. A Sdn Bhd costs more to set up and carries more yearly filing duties.
- What is an LLP in Malaysia and how is it different from a Sdn Bhd?A limited liability partnership (LLP) is a body corporate registered under the LLP Act 2012. It needs at least two partners (a shortfall is allowed for six months) and a compliance officer who is a Malaysian citizen or permanent resident living in Malaysia. It runs on a partnership agreement, not a board. A Sdn Bhd has directors, shares and heavier governance under the Companies Act 2016.
- What is the minimum paid-up capital for a Sdn Bhd in Malaysia?The Companies Act 2016 sets no minimum amount; a company needs at least one share. Shares no longer have a par value. Many Sdn Bhds start with RM1 to RM1,000, but regulators, banks and immigration can expect more depending on your activity or foreign ownership.
- Is a company constitution compulsory for a Sdn Bhd in Malaysia?No. Under the Companies Act 2016 a company may choose to adopt a constitution by special resolution. Without one, the Act's default rules apply. If you do adopt one, you must lodge it with SSM within 30 days. A company limited by guarantee must have a constitution.