Short answer. An annual return is a statutory snapshot of the company’s particulars, such as directors, shareholders and share capital, lodged with SSM. Financial statements show the company’s profit and financial position for the year. A Sdn Bhd files both, and they are prepared by different people from different records.
Axecta provides company secretarial and annual compliance for companies across Malaysia. Talk to our team.
In this article
- The short answer in one comparison
- What an annual return contains
- What financial statements contain
- Which goes where
- Who is responsible for each
- How the two are timed
- Getting both done without duplicate work
- What the law and SSM say about timing
- How MBRS handles the two filings
- A worked timeline for a December year-end company
- What to check when you prepare each one
- Frequently asked questions
The short answer in one comparison
| Annual return | Financial statements | |
|---|---|---|
| What it is | A report of the company’s particulars as at a date | Statements of profit or loss, financial position, cash flows and notes |
| Main content | Directors, secretary, registered address, shareholders, share capital, business activity | Income, expenses, assets, liabilities, equity |
| Prepared by | Company secretary, from the statutory registers | Accountant or finance team, from the accounting records |
| Lodged with | SSM | SSM (and used for your tax return with LHDN) |
| Timing driver | Anniversary-based timing set by the Act and SSM | Financial year-end |
Confirm the exact timing rules on the SSM website, because they are set by the Companies Act 2016 and SSM practice and can be updated.
What an annual return contains
The annual return confirms who the company is on a given date. It typically records the company’s registered office and business address, its directors and company secretary, its shareholders and their holdings, the share capital, and a statement that the particulars are correct. It also asks for the company’s principal activity.
Because it is built from the statutory registers, the annual return is only as accurate as those registers. A company that never updated its register of members after a share transfer will find the problem when it tries to file. That is why a company secretary maintains the registers throughout the year rather than reconstructing them once a year.
What financial statements contain
Need this done for you? Axecta’s company secretarial and annual compliance team can handle this for your company. See the company secretarial and annual compliance service.
Financial statements tell the story of money in the business over a financial year. For most private companies this includes:
- A statement of financial position (what the company owns and owes at year-end)
- A statement of profit or loss and other comprehensive income
- A statement of changes in equity and a cash flow statement where required
- Notes to the accounts, including accounting policies and related-party disclosures
- Directors’ report and statement by directors, plus an audit report where an audit is required
They are prepared under the financial reporting framework that applies to the company, and many private companies lodge them with SSM in the structured format SSM requires (MBRS).
Which goes where
- SSM: both the annual return and the financial statements are lodged with SSM.
- LHDN: the financial statements, adjusted for tax, feed into the company’s Form C. LHDN does not accept the annual return as a substitute.
- Members: shareholders receive the financial statements and, where the Act or the constitution requires, approve them at a meeting or by written resolution.
- Banks and investors: will usually ask for the financial statements, not the annual return.
Who is responsible for each
The directors sign off both. In practice the company secretary prepares and lodges the annual return, and the accountant prepares the financial statements. If a company has no audit requirement, the accountant still needs a complete set of records; if it does, the auditor reviews them before the directors approve.
How the two are timed
Financial statements follow the financial year-end: the number of months the Act allows after year-end for approval and lodgement counts from that date. The annual return follows its own timing rule under the Act. Many companies therefore end up with two separate deadlines in the same quarter. Put both into one calendar. Our 2027 compliance calendar shows how to lay it out.
Getting both done without duplicate work
A few habits remove most of the friction:
- Update the statutory registers at the time something changes, not at filing time.
- Close the books every month so year-end is a review, not a rebuild.
- Agree who holds each document: the secretary for the registers, the accountant for the ledgers.
- Share one document folder so the shareholder list used for the annual return matches the equity in the accounts.
Axecta’s company secretarial and accounting teams work from the same client file, which is why clients who use both rarely get the mismatches that delay a filing.
What the law and SSM say about timing
SSM’s materials on MBRS 2.0 say an annual return can only be lodged within 30 days from the anniversary date, citing section 68(1) of the Companies Act 2016 (see SSM’s annual dialogue material). That anniversary is the date of incorporation, not your financial year-end, which is why the two filings fall on different dates. Failure to lodge the annual return or the financial statements is an offence under sections 68 and 259, according to SSM’s announcement on the duty to lodge.
How MBRS handles the two filings
On the SSM MBRS page, the system accepts the annual return and the financial statements as separate submissions, plus exemption applications related to either. The financial statements must be prepared in XBRL using SSM’s tool, then uploaded by a maker and lodged by an authorised lodger. SSM’s MBRS FAQ explains who must use the format, which covers companies that follow the Malaysian Financial Reporting Standards or the Malaysian Private Entities Reporting Standard (other than companies regulated by Bank Negara Malaysia).
A worked timeline for a December year-end company
Illustration only, using placeholder dates:
- Incorporated on 10 March: the annual return follows the 10 March anniversary.
- Year-end 31 December: the accounts are closed after year-end, audited if required, approved by the directors and lodged through MBRS.
- Form C: due within 7 months after the close of the accounting period under LHDN’s company tax guidance.
Two different clocks, two different filings, one company. A calendar that shows both stops them being confused. Use the 2027 compliance calendar framework.
What to check when you prepare each one
| Check | Annual return | Financial statements |
|---|---|---|
| Registers up to date | Yes | Equity matches the register of members |
| Directors’ approval | Yes | Yes, with signed statements |
| Accountant involved | Rarely | Always |
| Auditor involved | No | If the company is not exempt |
| Lodger needs practising certificate | Yes | Yes |
Frequently asked questions
Is an annual return the same as annual accounts?
No. The annual return reports the company’s particulars (directors, shareholders, share capital). The annual accounts, or financial statements, report its financial performance and position. Both must be lodged with SSM.
Do I file financial statements with SSM?
Yes. Companies lodge their financial statements with SSM, generally in the structured format SSM requires. Check the SSM annual submission pages for the current format and timing.
Who signs the annual return?
The annual return is lodged by the company’s secretary or an authorised person on behalf of the company, and the directors are responsible for its accuracy. Follow SSM’s current e-lodgement instructions.
Do small companies still need audited accounts?
Some small private companies may be exempt from audit if they meet the conditions in the Companies Act 2016. They must still prepare and lodge financial statements. Confirm eligibility with your accountant or Axecta.
Which filing is tied to the incorporation date?
The annual return. SSM’s material cites section 68(1) and a 30-day period from the anniversary date.
What format are financial statements lodged in?
XBRL, prepared with SSM’s tool and lodged through MBRS.
Can I lodge both myself?
Lodging requires an authorised lodger with an active practising certificate, so most companies use a licensed secretary. Axecta lodges both.
Want both filed on time without chasing documents?
Axecta Management Services is a full-suite accounting, company secretarial and consulting firm in Kuala Lumpur, serving companies from SMEs to MNCs.
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Keep reading
- Sdn Bhd Compliance Checklist in Malaysia
- What Happens If a Company Fails to Submit Its Annual Return?
- Monthly Bookkeeping vs Annual Accounts
- What Does a Company Secretary Do in Malaysia?
- Company Secretary vs Accountant: What’s the Difference?
- Common Sdn Bhd Compliance Mistakes in Malaysia
- Form C Filing Deadline and Common Mistakes
- Corporate Compliance Requirements: the full guide
Official sources to check
- SSM annual submission pages
- Companies Act 2016
- SSM MBRS guidance
- Malaysian Accounting Standards Board (MASB)
This article is general information and not legal, tax or accounting advice for your company. Rates, thresholds, deadlines and procedures change, so confirm current requirements with the sources above or with Axecta.