Company Formation & Structuring
Start with a structure you will not have to unwind later.
The vehicle you incorporate on day one decides how you raise, how you are taxed, and how cleanly you can exit. We help founders choose and build the right structure — and fix the ones that were set up in a hurry.
Most companies are incorporated online in an afternoon and never structured at all. That is fine until the first term sheet arrives and an investor asks why the IP sits in a founder’s personal name, or why there is no holding company, or why the cap table has no room for an option pool. We do the structuring work upfront so the business is investable from the start.
What we do
- Choosing the right vehicle — private limited company (Sdn Bhd), limited liability partnership (LLP), or a holding-company structure — for your stage and plans
- Incorporation and constitution (M&A of association), founder share splits, and vesting arrangements
- Founders’ agreements and shareholders’ agreements that set out control, reserved matters and what happens if a founder leaves
- Holding-company and group structures, including offshore holdcos and Labuan entities where they genuinely fit
- Intellectual-property assignment — getting the IP out of founders’ names and into the company
- Tax and stamp-duty structuring, and group reorganisations to tidy up a structure before a raise or a sale
Typical matters
- A pair of founders incorporating a Sdn Bhd with a clean 60/40 split, four-year vesting and a founders’ agreement.
- A profitable business converting from a sole proprietorship to a company before taking on investment.
- A group inserting a holding company above the operating entity ahead of an offshore raise.
- Assigning software and brand IP from founders into the company before a due-diligence exercise.
Who it is for
Founders at the idea or pre-incorporation stage, businesses about to raise their first external money, and groups that have outgrown a structure set up years ago.
Frequently asked
Sdn Bhd or LLP — which should I choose?
If you intend to raise external equity, issue shares or run an option pool, a private limited company (Sdn Bhd) is almost always the answer — investors invest in shares, not in partnership interests. An LLP suits professional practices and businesses that will not raise equity and want lighter compliance. Our structure selector gives an indicative answer in a minute, and we confirm it with you before anything is filed.
How much does it cost and how long does it take to incorporate a Sdn Bhd?
A standard private limited company can be incorporated with the Companies Commission of Malaysia (SSM) within a few working days. We quote a fixed fee that covers the incorporation, the constitution and the initial statutory registers, and tell you the disbursements separately.
Do I really need a shareholders’ agreement if it is just me and a co-founder?
Especially then. The relationships that break down most expensively are the two-founder ones with nothing written down. A short founders’ or shareholders’ agreement dealing with vesting, decisions and departure is inexpensive now and saves a dispute later.
My IP is in my personal name. Is that a problem?
It will be at the first diligence exercise. Investors and buyers expect the company to own the code, the brand and the domains. We assign the IP into the company cleanly, which is far easier to do before a raise than during one.
Have a formation & structuring question?
Whether you are incorporating, raising a round, buying a business or heading for an exit, the first conversation is on us. Send a short outline and the right partner will respond within one working day.