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有三个股东。要开enterprise 还是 sdn bhd 好呢?

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发表于 17-3-2011 08:53 PM | 显示全部楼层 |阅读模式
小弟最近和朋友要合股开间小型建筑公司。
但是又不是很了解  要开enterprise 还是 sdn bhd 好...
公司  一开始大概会投入 八十千 来开始营业....
大家觉得 enterprise 好 还是  sdn bhd 好?
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发表于 19-3-2011 06:56 PM | 显示全部楼层
Sdn Bhd 好,比较容易接工,尤其是建筑业。
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发表于 19-3-2011 10:31 PM | 显示全部楼层
首先,你需要先了解每一种公司的好处及坏处。
我有点懒惰写出来,就在网上帮你搜查了一下。请参考:

DIFFERENCES BETWEEN THE ENTERPRISE AND SDN. BHD. Company

Enterprise is one type of business organisation in Malaysia which is the formation bound by the Registration of Business Act. There are two type of enterprise - i.e. Sole Proprietorship and Partnership.

There is no legal status for the enterprise as it is one-man show business where the owner and the business considered as one entity. The owner will run the business by himself and that is the reason why the business fortune depend on how good he is running the business. After all fund, effort and hard work devoted to the business in return the owner would entitled for all of the net profit generated from the business as a reward. But, one thing to bear in mind is that the enterprise is not liable to pay tax, as all income will be taxed personally to the owner.

However, to maintain the enterprise is easier and cheaper compared to company as there is no obligation to appoint secretary and to do audited account. And the most important thing is that it does not require more legality to conform especially when it involves the raising of capital for the business because there is no requirement to inform the Registrar.

Normally enterprise, whether sole proprietor or the partnership running the business in a small to medium industry compared to company because the business risk is lower, but the effect is small profit margin generated from the business. One of the main reason for remaining as a small business is because of limited source of fund. i.e. from the owner's saving or from the borrowings. That is why most people converting from running the enterprise to company because where there are more choices of getting the funds for the business.

Compared to enterprise, operation of business as a company giving more advantages as the owner of the company, i.e. the shareholders and the company are two different entities. It can be considered artificial human being and may act as natural human being such as buy and sell properties in its own name, enter into any agreement, may se or be sued except for being a director at any time.

That means the company also would be liable for all of the debts and it would not affected the shareholders at all. However, in the case of the company be wound up, he will only be liable for the unpaid shares to the company and if the shares are fully paid, then there is no obligation to contribute his personal assets to settle the company's debt.

The shareholders of the company don't have to worry for the business risk or the financial risks, as those are the director's responsibility and accountability to make sure that the company is making profit. Since the directors is the officer of the company and he must work to the utmost good faith for the benefit of the company as a whole, and not for the interest of shareholders only. So, any profit generated from the business is belong to the company and not the shareholders and the shareholders only entitled for the dividend declared out of the distributable net profit and not from the capital of the company.

Even though to maintain the company is costly as it must hire company secretary and the auditor and it must follow the company law, which is governed under the Companies Act, 1965 and it is duty of the directors to ensure that the company is following the Act and regulations. That is why the directors must appoint company secretary to ensure that all requirements had been complied with and to take care of all statutory books and records.


回复 1# Corsica
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发表于 21-3-2011 08:17 AM | 显示全部楼层
小弟最近和朋友要合股开间小型建筑公司。
但是又不是很了解  要开enterprise 还是 sdn bhd 好...
公司  一 ...
Corsica 发表于 17-3-2011 08:53 PM



    避开那些什么separate legal entity不谈,现实点,讲一下钱啦。。。。
通常accountant 都会和你说Sdn Bhd 的tax 比较划算因为SME 1st 500K 才20%, 可是individual 可能高达26%,相差6%,六巴仙相差很大。
可是你回想,有很多刚才开始的生意都赚不到500K一年(要给100K的所得税),我就拿一半RM250K来算,如果分给3个partner (当什么relief都没有),那么一个人分到RM83,333(个人所得税为RM10,324.92)三个人的所得税加起来才 RM 30,974.78。。。可是Sdn Bhd 就要给RM50,000 (RM250,000*20%)

还有如果partnership 那么就不需要audit 和 secretary。。。又可以省下一笔(同行会打死我)


P/s :以上只是个人意见,如果你公司想做大因该申请Sdn Bhd,账目上比较清楚,也有auditor 帮你看一次。。。
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发表于 21-3-2011 09:15 PM | 显示全部楼层
谁敢打死你?

总之,各有各的好。看自己的需求吧。

这个行业的风险高不高?如果时常会被customer/supplier 索赔/告上法庭的,就注册sdn bhd。还有,如果是注册partnership, 务必要找律师准备一份shareholder agreement。因为我实在看到太多partnership不好的收场。

回复 4# bwei
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发表于 21-3-2011 11:44 PM | 显示全部楼层
sdn bhd比较容易向银行借到钱,方便在生意上周转啊
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 楼主| 发表于 22-3-2011 12:17 AM | 显示全部楼层
多谢大家的热心解答...目前需要时间消化大家所说的东西
因为不是很明白大家说什么.(笨)哈哈
消化了解后,再继续问大家的意见..多谢多谢
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发表于 22-3-2011 01:02 AM | 显示全部楼层
那你就慢慢来。。。。

回复 7# Corsica
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