Short answer. A Sdn Bhd must keep statutory records, file its annual return and financial statements with SSM, meet LHDN tax obligations, and register and pay for any staff or taxable activity. The exact deadlines depend on your financial year-end, so build a calendar from the official pages and review it every quarter.
Axecta provides company secretarial and annual compliance for companies across Malaysia. Talk to our team.
In this article
- Why compliance starts on the day you incorporate
- Company secretarial and SSM obligations
- Accounting and record-keeping obligations
- Tax obligations to LHDN
- Employer obligations
- Other regulatory registrations
- A year-view checklist
- When to hand the checklist to a professional
- Legal basics to get right from day one
- How SSM filings are actually lodged
- What the law says about missing a filing
- Tax timings LHDN publishes
- What to do depending on the stage of your company
- Frequently asked questions
Why compliance starts on the day you incorporate
A Sdn Bhd is a separate legal person. That is why it can own assets and limit its owners’ liability, and it is also why the law expects it to behave like an organisation: keep records, report to the regulator, pay tax and treat its people properly. Most of these duties begin the moment the Certificate of Incorporation is issued, whether or not the company has started trading.
Directors carry the responsibility. A company secretary and an accountant can do the work, but the duty to make sure it is done stays with the board. This checklist is written for directors and business owners who want to see the whole picture in one place.
Company secretarial and SSM obligations
These are the obligations owed to the Companies Commission of Malaysia (SSM) under the Companies Act 2016.
- Company secretary. Appoint a qualified company secretary within the time the Act allows after incorporation, and keep their details current with SSM.
- Registered office. Maintain a registered office address in Malaysia where official mail can be received and the statutory records can be inspected.
- Directors. Keep at least the number of directors the Act requires, including a director who ordinarily lives in Malaysia. Notify SSM of changes in directors and their particulars.
- Statutory registers. Keep the register of members, directors, secretaries and other registers the Act requires, and update them when something changes.
- Annual return. Lodge the annual return with SSM every year. See annual return vs financial statements for what it contains.
- Financial statements. Prepare financial statements for each financial year and lodge them with SSM in the format and period SSM requires.
- Meetings and resolutions. Hold and minute the meetings the Act and your constitution require, and record written resolutions.
- Changes. Report changes in share capital, shareholders, business address and company name within the periods set by the Act.
Accounting and record-keeping obligations
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.
The Companies Act requires proper accounting records that explain the company’s transactions and financial position. In practice that means:
- Recording every sale, purchase, receipt and payment, supported by invoices and bank statements.
- Keeping the records at the registered office or another place the directors decide, for the period the law requires.
- Preparing financial statements that follow the applicable Malaysian financial reporting standards.
- Having the statements audited unless the company qualifies for an exemption under the Act and SSM rules.
Monthly bookkeeping is the simplest way to stay on top of this. Year-end-only accounting tends to produce missing documents and rushed filings. If you are weighing the two approaches, read monthly bookkeeping vs annual accounts.
Tax obligations to LHDN
Every company is also a taxpayer with the Inland Revenue Board (LHDN).
- Registration. The company needs an income tax reference number.
- Estimated tax (CP204). Companies generally submit an estimate of tax payable and pay it in instalments. See CP204 estimated tax.
- Form C. File the company’s annual income tax return after year-end. See Form C deadline and common mistakes.
- Record-keeping. Keep the documents that support your return for the period LHDN requires.
- e-Invoice. Check whether and when your business must issue e-invoices through MyInvois. See the SME e-invoice guide.
Employer obligations
If the company employs people, additional registrations and monthly payments apply: EPF with KWSP, SOCSO and EIS with PERKESO, and monthly tax deductions (PCB) remitted to LHDN. Payslips and employment records must also be kept. Our guide to employer payroll obligations walks through each one.
Other regulatory registrations
Depending on what the company does, you may also need to register for Sales and Service Tax with the Royal Malaysian Customs Department, hold a business licence from the local authority, or comply with sector rules (for example for financial services, food or education). Check the rules for your activity before you start trading, not after.
A year-view checklist
Use this structure to turn the list above into a calendar:
| When | What to do |
|---|---|
| Monthly | Close the books, reconcile bank accounts, run payroll, pay statutory contributions and PCB, file SST if registered |
| Quarterly | Review the compliance calendar, update the registers, check estimated tax against actual profit |
| Around year-end | Stock count, accruals, review of related-party balances, prepare for the audit if required |
| After year-end | Financial statements, annual return, directors’ and shareholders’ approvals, Form C |
| Whenever something changes | Notify SSM of changes in directors, secretary, address, shares or name |
When to hand the checklist to a professional
Some companies manage this in-house. Many do not, especially once there are staff, several shareholders or foreign owners. A company secretary keeps the SSM side on schedule, and an accountant keeps the books and tax on schedule. Axecta provides both under one roof, so the annual return, accounts and Form C use the same set of records and nobody has to chase anyone for a document.
Legal basics to get right from day one
Three points in the Companies Act 2016 catch new companies out. SSM’s own guidance says a private company needs at least one director (section 196(1)), and that it is enough for at least one of the directors to have their principal place of residence in Malaysia (section 196(4)). SSM’s incorporation guidance also says the company must appoint a company secretary within 30 days of incorporation, and the secretary must be a natural person aged 18 or over, a citizen or permanent resident of Malaysia, and either a member of a prescribed professional body or licensed by SSM (section 235). You can read the wording in the Companies Act 2016 on the SSM website.pdf) and in SSM’s guideline on secretaries’ practising certificates.
How SSM filings are actually lodged
Annual returns and financial statements go through SSM’s Malaysian Business Reporting System (MBRS), which uses the XBRL format. According to SSM’s MBRS page, MBRS accepts the annual return, the financial statements and report, and exemption applications related to them. Under MBRS 2.0 the person who lodges must hold an active practising certificate under section 241 of the Act, and company secretaries who lodge need a digital certificate. SSM has been phasing in mandatory MBRS 2.0 lodgement, so confirm the current phase on the MBRS page before your next filing.
This is one of the practical reasons to use a licensed secretary: the lodging role itself is regulated, and an unqualified person cannot simply file for you.
What the law says about missing a filing
SSM has stated in an official announcement that failure to lodge the annual return and financial statements is an offence under sections 68 and 259 of the Companies Act 2016. Amounts of compounds and fines are not stated there, so do not rely on figures from blogs. Ask SSM or your secretary for the current position. Our guide to failing to submit an annual return covers the practical steps.
Tax timings LHDN publishes
Two LHDN timings are stated plainly on its company tax pages: the company income tax return (Form C) is due within 7 months after the close of the accounting period, and existing companies must submit the estimate of tax payable (CP204) no later than 30 days before the start of the basis period, as set out on the CP204 page. See Form C deadline and common mistakes and CP204.
What to do depending on the stage of your company
| Stage | Focus |
|---|---|
| Newly incorporated | Appoint the secretary, set registers, open the bank account, set the financial year-end, start bookkeeping |
| Trading, no staff | Monthly bookkeeping, CP204, Form C, annual return, financial statements |
| Hiring | Add EPF, SOCSO, EIS and PCB; see employer payroll obligations |
| Growing | Check SST registration and e-invoice phase |
| Dormant | Still lodge returns and statements; keep registers and secretary in place |
Frequently asked questions
What are the compliance requirements for a Sdn Bhd?
A Sdn Bhd must keep statutory registers, appoint a company secretary, lodge its annual return and financial statements with SSM, keep proper accounting records, file tax returns with LHDN, and meet employer and other registrations that apply to its activities. Confirm deadlines on the official sites.
Does a dormant Sdn Bhd still need to comply?
Yes. A dormant company still has to maintain its registers, keep a company secretary and registered office, lodge its annual return and financial statements, and file a tax return. The accounts are simpler, but the filings are still due.
Who is responsible for compliance in a company?
The directors are ultimately responsible. A company secretary and an accountant can prepare and lodge the filings, but the board must make sure they are done correctly and on time.
What records must a Sdn Bhd keep?
Statutory registers (members, directors, secretaries and others), minutes of meetings and resolutions, accounting records with supporting documents, and tax and payroll records. The Act and LHDN set how long each must be kept. Axecta can maintain them for you.
How many directors does a Sdn Bhd need?
At least one, under section 196(1) of the Companies Act 2016, and SSM’s guidance says at least one director must have their principal place of residence in Malaysia.
How soon must a company secretary be appointed?
SSM’s incorporation guidance says within 30 days of incorporation. Axecta can be appointed at incorporation.
Is filing with SSM done on paper or online?
Through SSM’s MBRS system, using the XBRL format, by a lodger with an active practising certificate.
Not sure what your company has missed?
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
- Annual Return vs Financial Statements: What’s the Difference?
- Malaysian Company Compliance Calendar for 2027
- Common Sdn Bhd Compliance Mistakes in Malaysia
- What Happens If a Company Fails to Submit Its Annual Return?
- Can You Change Your Company Secretary?
- First-Year Compliance Checklist for a New Sdn Bhd in Malaysia
- Directors’ Duties Under the Companies Act 2016: A Practical Guide
- Where Your SSM Registration Number Is Used
- Corporate Compliance Requirements: the full guide
Official sources to check
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.