Quick answer: A Sdn Bhd files an annual return within 30 days of its incorporation anniversary, and financial statements within 30 days after they are circulated to members. SSM charges RM150 for the annual return. A private company can skip the audit if it meets two of three thresholds: RM2,000,000 revenue, RM2,000,000 assets and 20 employees for periods starting in 2026.
- The annual return runs from the anniversary date. Financial statements run from circulation to members.
- SSM fees: RM150 for the annual return, RM50 for audited financial statements and RM20 for unaudited.
- Audit exemption needs two of three thresholds, and no application to SSM.
- Beneficial owner changes must be recorded and lodged within 14 days each.
- Only the licensed company secretary or company agent can lodge.
Annual Checklist
Deadlines and SSM fees for a private company.
| What to do | Deadline | SSM fee |
|---|---|---|
| Annual return | Within 30 days of the anniversary of incorporation | RM150 |
| Financial statements (audited) | Within 30 days after circulation to members | RM50 |
| Financial statements (not audited) | Within 30 days after circulation to members | RM20 |
| Beneficial ownership changes | Record within 14 days, then lodge within 14 days | None stated |
| Beneficial owner notice to members | At least once a calendar year | None stated |
| Registered office change | Notify SSM within 14 days | None stated |
A Worked Example
How the two deadlines work.
This example uses made-up dates to show how the two deadlines work. Your own dates depend on your anniversary and when you circulate the accounts.
The company
ABC Sdn Bhd was incorporated on 15 March 2020. Its financial year ends on 31 December, so its anniversary date each year is 15 March.
Prepare the accounts
After 31 December 2026, the accountants prepare the financial statements and the directors' report. The company is audited, or unaudited if it is exempt.
Circulate to members
The accounts are circulated to the members on 30 April 2027. The 30-day clock for the financial statements starts on this day, so they are due by 30 May 2027.
Annual return
The annual return runs from the anniversary date, not from circulation. It is due within 30 days of 15 March, which is by 14 April 2027.
Beneficial owners
The annual return also carries beneficial ownership information. If a shareholder changed during the year, the change should already have been recorded and lodged within 14 days each.
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Audit Exemption Thresholds
Meet at least two of three.
| Financial period starting | Revenue | Total assets | Employees |
|---|---|---|---|
| On or after 1 January 2025 | RM1,000,000 | RM1,000,000 | 10 |
| On or after 1 January 2026 | RM2,000,000 | RM2,000,000 | 20 |
| On or after 1 January 2027 | RM3,000,000 | RM3,000,000 | 30 |
A private company is exempt if it meets at least two of the three thresholds. It is assessed over the current and immediate past periods. A dormant company is also eligible, if it was dormant in the current and the immediate past financial year, or since incorporation.
No application to SSM is needed. The company elects the exemption and lodges unaudited financial statements, a directors' report and a certificate of compliance within 30 days of circulation.
Subsidiaries of public companies and foreign companies are not eligible. A company that stops meeting the criteria loses eligibility for later years but stays exempt for the years in which it qualified. The new criteria apply to financial periods starting on or after 1 January 2025.
Beneficial Ownership Upkeep
Who is a beneficial owner
A beneficial owner is always a natural person who ultimately owns or controls the company. The main threshold is 20% of shares, directly or indirectly. A person with less than 20% can still qualify through ultimate effective control. If no beneficial owner can be identified, the company names a member of senior management instead.
What the company keeps
- A register of beneficial owners at the registered office.
- Each owner's full name, residence address, nationality, date of birth, identity or passport number, and the dates they became and ceased to be a beneficial owner.
- Supporting documents, such as notices and replies.
- Records for seven years after a person ceases to be a beneficial owner.
Deadlines
- Obtain the information within 60 days of appointing the company secretary, then record it within 14 days and lodge it within 14 days.
- Record any change within 14 days of receiving it, and lodge it within 14 days of recording it.
- Send a notice to members at least once per calendar year.
- Report a discrepancy in the information SSM supplies within 30 days of receiving it.
Who Files and What Directors Keep
Who files what
The annual documents are lodged through MBRS. Only the appointed licensed company secretary or the company's agent can lodge. Someone they appoint can act as a Maker to prepare the particulars, but only the Lodger can submit.
What the directors keep
The directors must maintain internal controls and proper accounting records. Other officers must make sure the financial statements are submitted within the prescribed period.
If you will miss a deadline
SSM's annual submission page does not state a late penalty amount, and we do not guess one. It lists RM100 per application for an extension of time, waiver or relief. Speak to your company secretary before the deadline passes.
Year-End Checklist
- After year-end: finalise the accounting records.
- Decide whether the company is audited or exempt, using the thresholds above.
- Prepare the financial statements and directors' report.
- Circulate the accounts to members, and diarise 30 days.
- Lodge the financial statements through your secretary or agent.
- File the annual return within 30 days of the anniversary date.
- Check the beneficial owner register and send the yearly notice.
- Confirm the registered office details are current.
Frequently Asked Questions
Quick answers on yearly compliance.
What must a Sdn Bhd file every year in Malaysia?
A Sdn Bhd files an annual return and financial statements with SSM. It must also keep its beneficial owner register up to date, and lodge beneficial ownership information with the annual return.
When is the annual return due?
Within 30 days of the anniversary date of the company's incorporation.
When are the financial statements due?
For a private company, within 30 days after the statements and reports are circulated to members.
How much does it cost to file with SSM?
SSM charges RM150 for a private company's annual return. Financial statements cost RM50 if audited and RM20 if not audited.
Does my Sdn Bhd need an audit?
Not always. A private company can be exempt if it meets at least two of three thresholds on revenue, total assets and employees, or if it has been dormant. No application to SSM is needed.
What are the audit exemption thresholds for 2026?
For financial periods starting on or after 1 January 2026, the thresholds are revenue of RM2,000,000, total assets of RM2,000,000 and 20 employees. A company must meet at least two of the three.
Who cannot use the audit exemption?
Subsidiaries of public companies and foreign companies are not eligible.
What does an audit-exempt company lodge instead?
It lodges unaudited financial statements, a directors' report and a certificate of compliance within 30 days of circulation.
Who can lodge the annual documents?
Only the appointed licensed company secretary or the company's agent can lodge them through SSM's MBRS system.
What if I file late?
File as soon as you can. SSM's annual submission page does not list a penalty amount. An application for an extension of time costs RM100 per application. Speak to your company secretary before the deadline passes.
How often must I update the beneficial owner register?
Record changes within 14 days of receiving them, and lodge them with SSM within 14 days of recording. Send a notice to members at least once a calendar year.
Who is a beneficial owner?
A natural person who ultimately owns or controls the company. The main threshold is 20% of shares, directly or indirectly, and a person holding less can still qualify through ultimate effective control.
About This Guide
This guide was prepared by Neutral Consulting PLT, a Kuala Lumpur firm of chartered accounting and advisory professionals with 10 years in practice. We help foreign and local companies set up, stay compliant and hire talent in Malaysia. Every figure and rule here was checked against the official sources listed below in November 2026.
Sources
Official sources
- SSM, Annual Submission
- SSM, FAQ on Audit Exemption, Companies Act 2016 (Part Q)
- SSM, Guideline for the Reporting Framework for Beneficial Ownership
- SSM, Submitting Incorporation Particulars for a Company
This page is general information, not legal advice. Agencies change their requirements, so confirm the current rules with SSM, or with us, before you act. Checked November 2026.
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