Company Incorporation

Start off with the right Legal Entity

Startup Roadmap:

Setting up
Private limited Company

Private limited liability companies are the most common registration type in most countries. It has a separate legal entity of its own – separate from the individuals and/or entity who founded and owned it.

Summairu works with our network of partners in various countries to help you to incorporate your private limited company with ease.

  • The Netherlands
  • Malaysia
  • Dubai
  • Portugal

GENERAL

BV (Besloten Vennootschap) is the Dutch version of a private company with limited liability. The essential characteristics of a BV are listed below:

  • Issued capital can be €0.01. It's common to incorporate a BV with a share capital of €100 at a nominal value of €1 per share.
  • Minimum one shareholder with no maximum number. Generally no personal liability to the shareholders
  • Minimum one director with no maximum number. Directors are appointed by the shareholders of the BV. Dutch tax substance requirements require that at least 50% of the board of directors (Board) consist of Dutch tax resident directors. Board has overall management and day-to-day responsibility
  • A foreign company, local company or natural person can be the shareholder or director of the BV
  • Different types of shares can be created in the BV (common, preferred, without voting rights or without profit entitlement)
  • BV is required to file annual financial statements with the Trade Registry within the Chamber of Commerce (KvK or Kamer van Koophandel). Exemptions may apply when conditions are met.

Tax: A BV is subject to corporate income tax (CIT) on its worldwide income. The CIT rate is 16.5% on profits up to €200.000 and 25% on profits that exceed €200.000. The rates will decrease to 15% and 21.7% respectively in 2021. Certain income can be exempted or excluded from taxation to avoid double tax collection. For instance, income such as dividends and capital gains derived by the BV from another subsidiary to which it holds at least 5% shareholding, are exempt from CIT (participation exemption) (deelnemingsvrijstelling).

Value Added Tax: Value added tax (BTW or Belasting Toegevoegde Waarde) of 21% is levied on most goods and services and a low tariff of 9% for food, medicine and other selected items.

Local Office Requirements: Dutch tax substantive requirements require that the BV has a registered address in the Netherlands.

Bank: There is no formal requirement to have a Dutch bank account. However, it will be difficult in practice to operate the BV without the bank account.

Licenses: Generally, no license is required to do business in the Netherlands, except for certain sectors, such as food truck and restaurant, banking and insurance, transport and logistic etc.


 

STEPS OF INCORPORATION

The incorporation process will take between

Step 1: Confirmation of work

  • Sign and return engagement letter
  • Provide all relevant information for company incorporation
  • Complete due diligence process

Step 2: Name Search

  • Our partner will conduct a name search and reserve the company name

Step 3: Incorporation Documentation

  • You may sign the deed of incorporation, Articles of Association and other documents before a civil law notary in person or via a power of attorney. The latter will avoid the need to visit The Netherlands for the incorporation process

Step 4: Incorporation

  • Our partner will submit the application to KvK
  • After registration, an extract will be available reflecting the company’s name, fiscal number, address, name director(s) and in case of one shareholder, the name of the shareholder  

Step 5: (Optional) VAT, Bank and Licences

  • Our partner can help with applying for a VAT number, opening a corporate bank account, and applying for the relevant licences

 

GENERAL

Sdn Bhd (Sendirian Berhad) is the Malaysian version of a private company with limited liability. The essential characteristics of a Sdn Bhd are listed below:

  • Issued capital at incorporation can be RM1
  • Minimum one shareholder with maximum of up to 50 shareholders. A foreign company, local company or natural person can be the shareholder of the Sdn Bhd. Generally no personal liability to the shareholders
  • Minimum one director with no maximum number. The director must be:
    • 18 years old and above
    • residing in Malaysia
    • not disqualified under Section 198 of Companies Act 2016
  • Shareholder and director can be the same individual
  • Minimum one company secretary
  • Different types of shares can be created in the Sdn Bhd (ordinary, preferred, without voting rights or without profit entitlement)
  • Company registration number must be indicated in all documents, correspondences, and business cards
  • Sdn Bhd is required to file annual return and financial statements with the Companies Commission of Malaysia (SSM or Suruhanjaya Syarikat Malaysia). Exemptions may apply when conditions are met

Foreign Shareholding: Incorporation will be depended on the type of business to qualify for the work permit application. Below is the minimum requirement:

  • 100% Foreign-Owned: minimum paid up capital is RM1 million. A wholesale, retail & trade license (WRT License) is required for businesses in retail, trading (import and export), distributive trades, restaurants, franchise business and services and consultancy
  • Joint venture with Malaysian: minimum paid up capital is RM350,000. A WRT License is not required if the local Malaysian partner owns more than 50% of the shares of the Sdn Bhd

Tax: The standard corporate income tax (CIT) rate for a Sdn Bhd is 24%. Small and medium enterprises (SME) with paid-up capital up to RM2.5 million, and annual sales of not more than RM50 million with be taxed at 17% on the first RM600,000 and 24% on the profits that exceed RM600,000. There is no participation exemption in Malaysia but foreign income is not taxable and domestic dividends are tax exempt. Capital gains are also not taxed in Malaysia except for gains derived from the disposal of real property or on the sale of shares in a real property company.

Malaysian Government provides a lot of tax incentives to different sectors in the bid of attracting foreign investment, notably: an income tax exemption of 100% for up to 10 years on intellectual property (IP) income (e.g., patent and copyright software) derived from qualifying activities and obtained from IP development in Malaysia. You can read more about it here.

Sales and Service Tax: Value Added Tax (GST or Goods and Services Tax) was suspended on 1 June 2018 and is replaced by Sales and Service Tax (SST) from 1 September 2018. A Sdn Bhd is required to register for SST if it exceeds the annual registration turnover threshold currently set at RM 500,000. The SST is a single stage of consumption tax levied at the import or manufacturing levels at the rates of 5% and 10% depending on the goods in question, and 6% specific prescribed service. Many goods and services are exempted from SST.

Local Office Requirements: Must have a registered office address in Malaysia. It is common in Malaysia to use the company secretarial office as the registered office address. 

Bank: Local banks in Malaysia usually require new customers to visit its branch to open a bank account. International banks in Malaysia do not have such policy.

Licenses: A local business council licence (aka Signboard and Premise Licence) where your office/shop is located is required. Depending on the nature of the business, other licences, such as WRT Licence,  are also required to conduct business.


 

STEPS FOR INCORPORATION

Step 1: Confirmation of work

  • Sign and return engagement letter
  • Provide all relevant information for company incorporation
  • Complete due diligence process

Step 2: Name Search

  • Our partner will conduct a name search and reserve the company name

Step 3: Incorporation Documentation

  • You may sign Memorandum and Articles of Association and other documents before a company secretary in person in Malaysia or a notary public in your home country. The latter will avoid the need to visit Malaysia for the incorporation process

Step 4: Incorporation Documentation

  • Our partner will submit the application to SSM
  • After registration, a notice of registration will be issued

Step 5: (Optional) Bank and Licences

  • Our partner can help with opening a corporate bank account and applying for the relevant licences

Coming soon. 

Coming soon. 

Need a quote? Need more information?

Katendrechtse Lagedijk 471B
3082 GC, Rotterdam Netherlands
Company No: 65841921
VAT No: NL002484186B26

Connect With Us

  • yourpartners@summairu.com