What Happens If a Company Fails to Submit Its Annual Return?

By Axecta Management Services, Kuala Lumpur · Last verified: 29 October 2026

What counts as late

An annual return is late when it is not lodged with SSM within the period the Companies Act 2016 and SSM require. The deadline is linked to the company’s own timeline, so a company that has changed its financial year or has an overdue prior filing may have more than one outstanding item. Check the SSM annual submission pages for how the period is counted for your company.

Consequences for the company

• Offence and penalty. Failure to lodge is an offence under the Act, and SSM may take enforcement action or offer to compound the offence.
• Compounding. SSM may allow the company to pay a compound and file, instead of being prosecuted. Whether this is available is at SSM’s discretion.
• Restricted services. An outstanding filing can hold up other SSM transactions, such as lodging changes in directors or address.
• Strike-off risk. A company that appears not to be carrying on business, or that stays in default, can be considered for striking off by the Registrar.
• Business impact. Banks, landlords, tender evaluators and potential investors often check company status, and a record of defaults weakens trust.

Consequences for directors and officers

The duty to ensure the company files sits with the directors, and the Act can attach liability to officers in default. Where a company has a company secretary, the secretary also has duties in this area. Personal exposure is the main reason directors should not treat a late annual return as a technicality.

How to file late: the practical steps

1. Gather the registers. Confirm the directors, secretary, shareholders and share capital as they stand. Correct any outdated register first.
2. Find out what else is outstanding. Check SSM records for other overdue annual returns and financial statements. Filing one while another is overdue may not be accepted.
3. Prepare the return. The secretary prepares the return from the registers and confirms it with the directors.
4. Lodge it on the SSM system. Follow the current e-lodgement process for late lodgement.
5. Deal with any penalty. Settle any compound or fee SSM requests and keep the receipt.
6. File the financial statements too. If those are overdue, the accountant needs to prepare them in the format SSM requires.

Does it affect bank, tax or tender matters?

It can. Banks may ask for a recent company profile and may query defaults. Tender and licensing authorities often require the company to be in good standing. Late SSM filings do not change your tax position by themselves, but missing financial statements often mean a late Form C as well, which carries its own penalties.

How to avoid repeats

• Put the SSM and LHDN dates into one shared calendar. Use our 2027 compliance calendar as a base.
• Name one person responsible for each filing.
• Keep the registers up to date through the year.
• Ask your secretary to send reminders well before each date.

When to ask a company secretary to take over

If the company has missed more than one year, if the registers are incomplete, or if the previous secretary has left without a handover, it is usually quicker and safer to hand the clean-up to a professional. Axecta’s company secretarial team can reconstruct registers, prepare the late returns and set up a calendar so the problem does not come back. See also what happens when a company misses any filing deadline.

What SSM has officially said

In its announcement on the duty to lodge, SSM states that failure to lodge the annual return and/or financial statements is an offence under sections 68 and 259 of the Companies Act 2016. The announcement does not give compound amounts. Some compliance blogs quote different figures, ranging from fixed compounds to ranges and daily fines, and they disagree with each other, so treat any number you read online as unverified until you see it from SSM or in the Act.

Why the 30-day window matters

SSM has said that the annual return can only be lodged within 30 days from the anniversary date (section 68(1)), as recorded in its dialogue material. If you miss it, you are late by definition, and you should check with SSM or a licensed secretary how late lodgement is accepted under MBRS 2.0 on the day you file.

A catch-up plan for several missed years

1. Pull the SSM company profile and list every period with no lodgement.
2. Rebuild the registers: members, directors, secretary, charges.
3. Ask the accountant for the financial statements for each unfiled year, in the right format.
4. Lodge oldest first, since later filings can depend on earlier ones.
5. Settle any compound SSM asks for.
6. Put all future dates in a shared calendar.

Why a licensed secretary matters here

The lodger role under MBRS 2.0 needs an active practising certificate under section 241 of the Companies Act 2016 (SSM MBRS page). A catch-up is therefore easiest with a licensed secretary who can prepare and lodge the returns, and an accountant who can produce the overdue accounts. Axecta provides both.

Frequently asked questions