Company Secretary Annual Submission in Malaysia

Annual Corporate Secretarial Compliance Filing Guide for Malaysian Companies

Private limited companies (Sdn. Bhd.) incorporated and operating in Malaysia are required to continuously comply with statutory corporate secretarial obligations. Among these, annual corporate secretarial filings are one of the company’s most critical compliance responsibilities.

Failure to submit accurate filings within prescribed timelines may expose both the company and its directors to enforcement action by the Companies Commission of Malaysia (SSM), including fines, compounds, and potential director disqualification.

This guide is prepared in accordance with the Companies Act 2016 and prevailing SSM requirements, providing a structured overview of annual filings, deadlines, responsibilities, and compliance risks.

I. Overview of Annual Corporate Secretarial Filings in Malaysia

Annual corporate secretarial filings refer to mandatory statutory submissions that all Malaysian private limited companies must lodge with SSM through the Malaysia Business Reporting System (MBRS).

Key compliance principles:

• All submissions must be prepared and lodged by an SSM-licensed company secretary

• Filings are governed by the Companies Act 2016

• Dormancy or zero revenue does not exempt a company from compliance

Scope of Application

Annual filing obligations apply to:

• Active private limited companies (Sdn. Bhd.)

• Dormant companies (no operations or income)

• Newly incorporated companies
  (filings commence from the year following incorporation)

• Malaysian companies with foreign shareholders or directors

📌 Important:
Even companies with no business activity during the financial year must still submit annual filings.

II. Key Annual Filings and Statutory Deadlines

Under SSM guidelines, annual corporate compliance generally consists of three core components.

1. Annual Return (AR)

The Annual Return records the company’s statutory information as at the incorporation anniversary date.

Information disclosed includes:

• Company particulars
  (name, registration number, registered office, business address)

• Principal business activities

• Issued share capital and paid-up capital

• Shareholders and shareholdings

• Directors and company secretary details

• Charges or encumbrances over company assets

Statutory deadline:
➡️ Within 30 days from the incorporation anniversary date

2. Lodgement of Financial Statements

All Sdn. Bhd. companies are required to lodge their financial statements with SSM.

Key requirements:

• Financial statements must be lodged within six (6) months after the financial year end (FYE)

• Submission must be made within 30 days after circulation to shareholders

• Lodgement is mandatory via MBRS in XBRL format

• Filing must be executed by the appointed company secretary

3. Corporate Secretarial Compliance Review

A proper annual compliance review typically covers the following areas:

Statutory Secretary & Registered Office

• Appointment of at least one licensed company secretary

• Maintenance of a valid registered office address in Malaysia

Statutory Registers & Records

• Verification that statutory registers are updated:

  • Register of Members

  • Register of Directors

  • Register of Secretaries

• Review of board minutes and shareholders’ resolutions

SSM Filing Compliance

• Confirmation that Annual Return and financial statements were lodged within statutory timelines

Directors & Governance Compliance

• Compliance with minimum director and residency requirements

• Verification of directors’ disclosures of interest

• Adherence to governance and approval procedures

III. Legal Responsibility and Accountability

⚠️ Important for Directors:
Appointment of a company secretary does not absolve directors from legal responsibility under the Companies Act 2016.

IV. Common Compliance Failures and Legal Consequences

Common Mistakes by Malaysian Companies

• Assuming dormant companies are exempt from filings

• Miscalculating deadlines based on incorporation anniversary

• Late preparation of financial statements

• Engaging unlicensed or inactive company secretaries

• Ignoring SSM notices or compound letters

Penalties Under the Companies Act 2016

• Late submission of Annual Return
  ➝ Fine of up to RM50,000 (subject to duration of default)

• Failure to lodge financial statements
  ➝ Fine of up to RM500,000, or
  ➝ Imprisonment up to one (1) year, or both

• Continuing default
  ➝ Additional fine of up to RM1,000 per day

Additional Business Implications

Non-compliance may also result in:

• Bank account restrictions or closures

• Disqualification from licences or government tenders

• Reduced confidence from investors, auditors, and business partners

iComSec Professional Compliance Support Services

As an SSM-licensed corporate secretarial firm, iComSec provides comprehensive annual compliance solutions, including:

• ✅ End-to-end Annual Return and MBRS financial statements lodgement

• ✅ Company status assessment (exempt vs non-exempt private company)

• ✅ Compliance timeline monitoring with proactive reminders

• ✅ Rectification of late, omitted, or incorrect filings

• ✅ Ongoing compliance monitoring for director and corporate changes

Our objective:
Zero penalties · Full compliance · Audit-ready corporate records

Compliance Self-Assessment Checklist

Companies should complete the following one month before the incorporation anniversary date:

• Directors’ and shareholders’ registers are updated

• Financial statements are completed (audit conducted where applicable)

• Company secretary’s licence is valid

• Company exemption status is confirmed

• Annual Return documentation is prepared and verified

Professional Advisory Support

If you have questions regarding annual filing procedures, statutory deadlines, or penalty exposure, it is strongly recommended to consult a licensed company secretary promptly.

You may contact iComSec for annual filing and ongoing compliance services aligned with the latest SSM requirements, allowing you to focus on growing your business with confidence.

Disclaimer

This guide is prepared based on generally applicable compliance requirements published by SSM and is intended for general reference only.
In the event of regulatory updates, official announcements issued by SSM shall prevail. Companies should always refer to the SSM website or MBRS system for authoritative guidance.