Sdn Bhd annual compliance in Malaysia: annual return, audited accounts and filing deadlines

The short answer. Every Malaysian private company (Sdn Bhd) must lodge an annual return with the Companies Commission of Malaysia (SSM) within 30 days of the anniversary of its incorporation date; the official fee is RM150. It must also lodge its financial statements within 30 days of circulating them to its members (RM50 if audited, RM20 if not), and send a tax return (Form C) to the Inland Revenue Board (LHDN) within 7 months of its financial year end. Every company must also keep its register of beneficial owners current and lodge any change with SSM within 14 days of recording it (SSM, Annual submission; LHDN, Corporate tax, read 13 Nov 2026; SSM, Practice Directive 9/2024). This guide follows the company incorporation guide: it covers what happens after the certificate arrives.

What “annual compliance” means. There is no single form. It is the set of yearly duties the Companies Act 2016 and tax law put on a company: two filings with SSM (annual return and financial statements), one with LHDN (Form C), and a register of beneficial owners kept up to date. SSM calls the first two the “annual submission”.

The yearly calendar

Duty	Deadline	Official fee	Who is responsible
Prepare financial statements	First set within 18 months of incorporation; later sets within 6 months of the financial year end	None	Directors
Circulate financial statements to members	Within 6 months of the financial year end (private company)	None	Directors
Annual return to SSM	Within 30 days of the incorporation anniversary	RM150	Directors, filed by the company secretary
Financial statements to SSM	Within 30 days of circulating them to members	RM50 audited, RM20 non-audited	Directors, filed by the company secretary
Beneficial owner changes	Record within 14 days of receiving the information, then lodge within 14 days	None	Company
Form C (company tax return)	7 months after the end of the accounting period	None	Company
Tax estimate (CP204)	New company: within 3 months of starting operations; later years: 30 days before the basis period starts	None	Company
Records kept	7 years	None	Company

Sources: SSM, Annual submission; SSM, Company Directors’ Responsibilities booklet (2023, subsections 248(1), 258(1) and 259(1)); LHDN, Corporate tax (last updated by LHDN on 8 August 2026, read 13 Nov 2026).

A worked example

This is an illustration, not an official sample. Take a Sdn Bhd incorporated on 15 March 2026 with a 31 December financial year end.

• Annual return: the first anniversary is 15 March 2027, so the return is due 30 days later, on 14 April 2027. After that it falls due every year on 14 April.
• First financial statements: for the year to 31 December 2026, the directors prepare and circulate them to members by 30 June 2027. If they circulate on 30 June, the lodgement with SSM is due by 30 July 2027.
• Form C: 7 months after 31 December 2026, so by 31 July 2027.
• CP204: the first tax estimate goes to LHDN within 3 months of the date the company starts operations, which can come before the first anniversary.

Put these dates in your company secretary’s diary and in your own. The two SSM filings are separate: a company can be on time with one and late with the other.

Three cases with numbers

These are illustrations built from the official fees and thresholds, not official samples.

Case	Position	What follows
A. Audit-exempt trading company, third year	Revenue RM1.8 million, total assets RM1.2 million, 15 employees, and the same or lower figures in the two previous years	All three are within the 2026 limits (RM2 million, RM2 million, 20 employees), so the audit is not required. SSM fees for the year: RM150 annual return plus RM20 non-audited statements, RM170 in total. Auditor’s fee: none.
B. Same company, a busier year	Revenue RM1.9 million, total assets RM2.4 million, 25 employees	Only revenue is within the limits, one of three. It needs two, so the accounts must be audited. SSM fees: RM150 plus RM50, RM200 in total, plus the auditor’s fee, which is a market price.
C. Holding company with no income	Incorporated in March, no trading and no income	The annual return, statements and Form C are still due. LHDN says a dormant company need not submit CP204 but must submit Form C.

If Case A’s annual return, due 14 April, is lodged on 20 May, it is 36 days late. It is late under subsection 68(1) of the Companies Act 2016. SSM’s published maximum is RM50,000, and we could not find an official page that states the amount charged for a short delay.

The order to do things each year

1. Register changes first. Any new director, share transfer or address change made before the anniversary must first be registered and approved in SSM’s system, or it will not appear in the annual return.
2. Close the books. Directors prepare the financial statements within 6 months of the year end (18 months for the first set).
3. Decide on the audit. Check the three thresholds and the exclusions. If the company is not exempt, appoint the auditor early: the audit is the slowest step.
4. Approve and circulate. Directors approve the statements and send them to members within 6 months of the year end. The directors’ report is signed by at least two directors, or by the sole director if there is only one.
5. Update beneficial owners. Send the notice, record changes within 14 days, lodge within 14 days.
6. Lodge with SSM. The company secretary lodges the annual return (30 days from the anniversary) and the financial statements (30 days from circulation) through MBRS.
7. File Form C with LHDN within 7 months of the year end.
8. Keep the proof. Keep the lodgement receipts, keep the accounting records for 7 years as LHDN requires, and look the company up in SSM’s e-Search service to confirm the record is in order.

The annual return

The annual return is a yearly snapshot of the company: its business activities, registered office, directors, company secretaries and members with their shareholdings. SSM says it tells stakeholders the company still exists on the anniversary date. Under Companies Act 2016 section 68, it is due within 30 days of the anniversary of the incorporation date; a foreign company counts from its registration date (SSM, Annual submission, read 13 Nov 2026).

Before you file, any change to the company’s particulars (a new director, a share transfer, a new address) must already be registered and approved in SSM’s Corporate Registry System, because only approved changes are downloaded into the annual return form. SSM refers to Practice Directive 5/2018 for this.

Financial statements and the audit

The directors must keep proper accounting records and prepare financial statements: a profit and loss account, a balance sheet, a directors’ report, an auditors’ report (if the company is audited) and notes (SSM, Directors’ Responsibilities booklet, 2023).

Audit exemption. SSM’s Practice Directive 10/2024 lets a private company skip the audit if it stays within at least two of three thresholds, phased in by financial period: RM1 million revenue, RM1 million total assets and 10 employees for periods from 2025; RM2 million, RM2 million and 20 for 2026; RM3 million, RM3 million and 30 for 2027. It must also stay within the same two limits in its two previous financial years. It does not apply to a company holding an exempt private company certificate, to public companies and their private subsidiaries, or to foreign companies, and members holding at least 5% of the shares, 5% of the voting members, or the Registrar can still require an audit by written notice (SSM, Practice Directive 10/2024, 16 December 2024). An audit-exempt company still lodges non-audited financial statements, at RM20.

Tax: Form C and CP204

Corporate tax is charged on a resident company’s income, and its responsibilities include the tax estimate (CP204), instalments, and the annual Form C, due 7 months after the accounting period ends, with any balance of tax payable by the same date. A dormant company need not submit CP204 but must still file Form C each year (LHDN, Corporate tax, read 13 Nov 2026). Rates, the MSME rules for foreign-owned companies and the SST and e-Invoice thresholds are in the company incorporation guide.

Beneficial owners

Since Division 8A of the Companies Act 2016 came into force on 1 April 2024, every company must identify, verify and record its beneficial owners in a register, with no class of company exempt. Beneficial ownership information goes to SSM through the e-BOS system, at no fee. Criteria include holding, directly or indirectly, not less than 20% of the shares or of the voting shares, or having ultimate effective control over the company (SSM, Practice Directive 9/2024, 13 May 2024; SSM, Guidelines for the Reporting Framework for Beneficial Ownership of Companies, revised 10 January 2025).

• Before the first annual return: obtain the information within 60 days of appointing the company secretary, record it within 14 days of receiving it, and lodge within 14 days of recording it. The 60 days include the two 14-day periods.
• After that: record any change within 14 days of receiving it, lodge within 14 days of recording it, and lodge the annual return together with the beneficial ownership information within 30 days of the anniversary.
• Notice: at least once a calendar year, the company must, as a minimum, send a notice under subsection 60C(1) of the Companies Act to identify its beneficial owners, for the purpose of the annual return.
• No extension: SSM says no extension of time is allowed for this lodgement and late filing attracts a late lodgement penalty.

Penalties and who to contact

SSM’s director booklet gives these maximum penalties under the Companies Act 2016: RM50,000 for failing to lodge the annual return (subsection 68(1)), RM50,000 for failing to lodge financial statements (subsection 259(1)), and RM500,000 for failing to prepare or circulate financial statements on time (subsection 248(1)). The Registrar may also strike a company off the register if it fails to lodge its annual return for three or more consecutive years (section 68) (SSM, Directors’ Responsibilities booklet, 2023). These are maximum penalties. SSM’s booklet says a late lodgement fee is charged under paragraph 17 of Practice Directive 1/2017, but the pages we read do not give the amount, so ask your company secretary or SSM.

If you cannot meet a deadline, SSM accepts an application for an extension of time, waived lodgement or relief on the financial statements or annual return, at RM100 per application. Appeals to the Minister under section 27 or 247 cost RM300 (SSM, Annual submission, read 13 Nov 2026).

Question	Where to go
Annual return, financial statements, extension applications	SSM, through your licensed company secretary (MBRS portal)
Beneficial owner register	SSM, e-BOS
Form C, CP204, tax payments	LHDN (HASiL), MyTax
General SSM enquiries	SSM Customer Care, +603-7721 4000; SSM service counters open 8.15 am to 4.15 pm, Monday to Friday

How the filing works

SSM’s Malaysian Business Reporting System (MBRS) has a free offline preparation tool (mTool) that produces an XBRL file, and an online portal (mPortal) reached through SSM4U. Only the appointed licensed company secretary or the company’s agent can lodge; anyone they appoint can act as the “maker” who prepares the data, but the lodger reviews, signs digitally with a PKI certificate, pays and lodges (SSM, Annual submission). A foreign founder who is a director therefore relies on the company secretary to lodge, but SSM’s booklet still puts the duty to lodge on time on the directors.

Common mistakes

• Treating the two SSM deadlines as one. The annual return runs from the incorporation anniversary; the financial statements run from the date they are circulated to members.
• Forgetting that an audit-exempt company still files. Non-audited statements go to SSM at RM20, and Form C still goes to LHDN.
• Filing before registering a change. A new director or shareholder that is not yet approved in SSM’s system will not appear in the annual return.
• Ignoring beneficial owner changes. Once the company learns of a change in who holds 20% or more, it has 14 days to record it and 14 more to lodge it, without waiting for the anniversary.
• Assuming a dormant company has nothing to file. It still files the annual return and Form C.
• Leaving it to an inactive secretary. SSM’s booklet puts the duty to file on time on the directors, even when the secretary lodges.

FAQ

Does a Sdn Bhd have to file an annual return every year? Yes. Every registered company must lodge an annual return with SSM within 30 days of its incorporation anniversary. The fee for a private company is RM150. It is a separate filing from the financial statements and from the tax return.

What is the deadline for submitting an annual report in Malaysia? A Sdn Bhd does not lodge a separate “annual report” with SSM. Its annual submission has two parts, the annual return and the financial statements, each with its own deadline. The annual return is due 30 days after the incorporation anniversary. The financial statements go to SSM within 30 days of circulating them to members, which must happen within 6 months of the financial year end. Form C is due 7 months after the year end.

What are the annual compliances for a private limited company? Lodge the annual return and financial statements with SSM, file Form C and the tax estimate with LHDN, keep the beneficial owner register current, and keep accounting records for 7 years.

Does a Sdn Bhd need an audit every year? Not always. A private company can skip the audit if it stays within at least two of three thresholds under SSM Practice Directive 10/2024 (for financial periods starting in 2026: revenue of RM2 million, total assets of RM2 million, 20 employees) and is not excluded. Check the exclusions above before relying on it.

Who can file the annual return? Only the company’s appointed licensed company secretary or its company agent can lodge it with SSM through MBRS. SSM’s booklet says the directors must still ensure the return is lodged on time.

How much does it cost to file with SSM? The official fees are RM150 for the annual return and RM50 (audited) or RM20 (non-audited) for the financial statements. Secretary, accounting and audit fees are market prices and are not set by SSM.

What happens if a Sdn Bhd does not file its annual return? Failing to lodge it is an offence with a maximum penalty of RM50,000, and SSM may strike a company off the register if the return is missing for three or more consecutive years.

Does a dormant Sdn Bhd still need to file? Yes. LHDN says a dormant company need not submit CP204 but must still submit Form C every year, and SSM’s annual submission duty applies to all registered companies. A company dormant since incorporation, or in the current and previous financial year, stays exempt from audit under Practice Directive 10/2024.

What we do not cover

• Taxes other than the company return: SST, e-Invoice, withholding tax and incentives.
• Public companies, foreign (branch) companies, LLPs and Labuan entities, which follow different rules.
• Striking off, winding up and reinstating a company.
• The fees charged by company secretaries, accountants and auditors.

This guide describes official rules as published on the dates shown. It is not legal, tax or accounting advice. For a decision, check the current text with SSM or LHDN, or with a licensed professional.