Malaysia services
Corporate Secretarial Services for Malaysian Companies
Every Sdn Bhd must appoint a licensed company secretary within 30 days of incorporation. We act in that capacity and keep the statutory record in a state that will survive a bank review, an audit or a due diligence exercise.
| Secretary requirement | Every Sdn Bhd must appoint a licensed company secretary within 30 days of incorporation |
| Annual filing | Annual return and financial statements filed with SSM |
| AGM | Not required for private companies under the Companies Act 2016; decisions can be taken by written resolution, and annual SSM filings still apply |
What’s included
- Named licensed secretary and statutory registers
- Board and shareholder resolutions, minutes and AGM administration
- Annual returns and all SSM filings
- Share transfers and allotments, capital changes, director and shareholder changes
- Takeover of records from an outgoing secretary, including remediation of gaps
Malaysian company secretary rules at a glance
Every Sdn Bhd needs at least one company secretary: a Malaysian citizen or permanent resident aged 18 or over, ordinarily resident in Malaysia, who belongs to a prescribed professional body or is licensed by SSM, and who holds an SSM practising certificate.
| Item | Rule |
|---|---|
| Minimum number | At least one secretary, who must be a natural person |
| Who qualifies | Aged 18 or over; citizen or permanent resident ordinarily resident in Malaysia; Fourth Schedule body member or SSM-licensed |
| Practising certificate | Required under section 241; directors must check it is valid |
| Appointment deadline | Within 30 days of incorporation (section 236) |
| Changes in officers | Notified to SSM within 14 days (section 58) |
| Registered office changes | Notified to SSM within 14 days (section 46) |
| Annual return | Within 30 days of each incorporation anniversary, with beneficial ownership information |
| Financial statements | Circulated within 6 months of year end; lodged within 30 days of circulation |
| Filing systems | CRS (through SSM4U) for notifications; MBRS for annual returns and financial statements |
Which filing does each company change trigger in Malaysia?
Changes to a company’s shares, security, name, year end or existence each trigger their own lodgement, usually within 14 or 30 days. The table covers filings that fall outside the annual cycle.
| Event | What to lodge | Deadline | System | Fee |
|---|---|---|---|---|
| Shares transferred between members | Updated register of members (section 51) | 14 days after the change | SSM | None at present |
| Company grants security, such as a bank charge | Statement of particulars of the charge (section 352) | 30 days after the charge is created | CRS | RM300; RM500 for a foreign company |
| Company changes its name | Application for change of name (section 28), after a special resolution | 30 days after the special resolution | CRS | RM100, plus RM50 to reserve the new name |
| Company changes its financial year end | Form CP204B notifying the new accounting period | 30 days before the end of the new period if shorter, or of the original period if longer | LHDN | No fee |
| Company has stopped business and will close | Application to strike off (section 550), after a members’ resolution | Once it has no assets, liabilities, charges, penalties or tax owing | CRS | RM100 |
| LLP reaches its financial year end | Annual declaration by two partners on the LLP’s ability to pay its debts | 90 days after the financial year end | SSM | RM200 |
What a company secretary files each year: the compliance cycle
The secretarial year runs on two clocks: the incorporation anniversary for the annual return, and the financial year end for financial statements. Event-driven notices are mostly due within 14 days.
- Within 30 days of incorporation, appoint the first secretary on their signed declaration and consent, and notify SSM in CRS within 14 days.
- Within 60 days of that appointment, obtain, record and lodge beneficial ownership information with SSM.
- When a director, manager or secretary joins, leaves or changes particulars, update the register and lodge a section 58 notice within 14 days.
- When a beneficial owner changes, record it within 14 days of being told and lodge it with SSM within 14 days of recording.
- Each year, lodge the annual return through MBRS within 30 days of the incorporation anniversary.
- Within 6 months of year end, circulate the financial statements to members, unaudited if the company is audit-exempt.
- Within 30 days of circulation, lodge the financial statements with SSM through MBRS.
- If members hold more than one type of share, lodge share information under Practice Directive 11/2026 at an SSM counter by 14 January 2027.
Statutory registers and records a Sdn Bhd must keep
Registers and books are kept at the registered office. An incoming secretary takes these over first.
- Register of members and its index
- Register of directors, managers and secretaries
- Register of beneficial owners (anyone with 20% or more of shares or voting rights)
- Records of resolutions and minutes of members’ and directors’ meetings
- The constitution and any amendments, if one has been adopted
- SSM records: notice of registration, section 58 notices, annual returns and lodged financial statements
- Each director’s section 201 declaration and consent to act
- Each secretary’s signed declaration of qualification and consent to act
- Accounting records that sufficiently explain the company’s transactions and financial position (section 245)
SSM filing fees, deadlines and penalties for a Sdn Bhd
An annual return costs RM150 for a private company, and lodging financial statements costs RM50 if audited or RM20 if unaudited. Lodging late adds RM50 to RM200, depending on the delay.
| Item | Amount / deadline |
|---|---|
| Annual return (section 68) | RM150; within 30 days of the incorporation anniversary |
| Financial statements (section 259) | RM50 audited, RM20 unaudited; within 30 days of circulation |
| Late lodgement fee, private company | RM50 (over 7 days to 3 months), RM100 (to 6 months), RM150 (to 12 months), RM200 (over 12 months) |
| Section 58 notices | Within 14 days of the change |
| Beneficial ownership register offence (section 60B) | Fine up to RM20,000, plus up to RM500 a day while it continues |
| Practice Directive 11/2026 share information | No fee; deadline 14 January 2027 |
Late fees are set by SSM Practice Directive 1/2017 (revised 1 October 2024). On 29 September 2026 SSM extended its late-fee waiver for lodgements made through CRS to 31 December 2026; check SSM’s notice for its scope before relying on it.
How much does late filing with SSM cost? A worked example
Lodging both annual documents late almost doubles the SSM bill: in this example the company pays RM320 instead of RM170. Late fees under SSM Practice Directive 1/2017 are charged separately from the normal lodgement fee.
- The company was incorporated on 10 March 2020, so its 2027 annual return is due within 30 days of 10 March 2027: by 9 April 2027.
- It lodges on 25 July 2027, 107 days late. That is more than 3 months but not more than 6 months, so the late fee is RM100.
- Annual return: RM150 fee + RM100 late fee = RM250.
- Its year ended 31 December 2026. It circulates unaudited, audit-exempt financial statements on 30 June 2027, so lodgement is due by 30 July 2027.
- It lodges on 20 August 2027, 21 days late. That is more than 7 days but not more than 3 months, so the late fee is RM50.
- Financial statements: RM20 fee + RM50 late fee = RM70.
- Total: RM250 + RM70 = RM320. On time, the same filings cost RM150 + RM20 = RM170, so lateness adds RM150.
Assumptions: a private company; no SSM late-fee waiver applies (SSM’s current waiver covers CRS lodgements to 31 December 2026, while annual returns and financial statements go through MBRS); no compound or prosecution, which SSM can pursue separately.
Company secretary deadlines for 2027: a dated calendar
For a Sdn Bhd incorporated on 10 March 2020 with a 31 December year end, the 2027 SSM calendar runs as follows. Event-driven filings apply whenever the event happens.
| When | What | Deadline | Authority |
|---|---|---|---|
| By 31 December 2026 | Clear overdue CRS lodgements while the late-fee waiver lasts | 31 December 2026 | SSM |
| By 14 January 2027 | Lodge share information under Practice Directive 11/2026, if members hold more than one type of share | 14 January 2027 | SSM counter |
| Early 2027 | Check whether the FY 2026 accounts qualify for audit exemption under Practice Directive 10/2024 | Before the accounts are finalised | SSM |
| By 9 April 2027 | Lodge the annual return with beneficial ownership information through MBRS | 30 days after the 10 March anniversary | SSM |
| By 30 June 2027 | Circulate the FY 2026 financial statements to members | 6 months after year end | SSM |
| By 30 July 2027 | Lodge the FY 2026 financial statements through MBRS | 30 days after circulation | SSM |
| By 31 July 2027 | File Form e-C for YA 2026 and pay any balance of tax | 7 months after year end | LHDN |
| Within 14 days of a change | Lodge changes to officers, registered office or register of members | 14 days | SSM |
| Within 30 days of a new charge | Lodge the particulars of the charge | 30 days after creation | SSM |
Common company secretarial mistakes in Malaysia
Most secretarial defaults are missed 14-day and 30-day windows that surface later, at a bank review, audit or due diligence.
- Appointing a secretary without a current SSM practising certificate: the appointment does not meet section 241, and directors are responsible for checking.
- Counting the annual return from the financial year end: it runs from the incorporation anniversary.
- Recording a new beneficial owner but not lodging it: the change must reach SSM within 14 days, or the company and its officers commit an offence.
- Leaving director changes unfiled: SSM’s records and the company’s register then disagree, which banks check first.
- Ignoring Practice Directive 11/2026 when members hold more than one type of share: share-related services in CRS stay blocked until it is lodged.
- Assuming an audit-exempt company has nothing to lodge: it still circulates and lodges unaudited financial statements.
Company secretarial terms explained
These terms appear in SSM notices, board papers and bank compliance requests.
| Term | Meaning |
|---|---|
| Licensed secretary | A company secretary licensed by SSM, rather than qualified through a professional body listed in the Fourth Schedule of the Companies Act 2016. Both routes need an SSM practising certificate. |
| MBRS | The Malaysian Business Reporting System, SSM’s platform for lodging annual returns and financial statements in XBRL format. |
| SSM4U | SSM’s online portal, through which companies and their secretaries reach CRS. |
| Register of members | The company’s list of shareholders and their shares. Changes are lodged with SSM within 14 days. |
| Special resolution | A members’ resolution passed by a majority of at least 75%. It is needed, for example, to change the company’s name or alter its constitution. |
| Charge | Security a company gives over its assets, usually to a lender. Its particulars are lodged with SSM within 30 days of creation. |
| Strike-off | Removal of a company from SSM’s register, which dissolves it. Directors or members can apply once the company has no assets, liabilities or tax owing. |
| Late lodgement fee | SSM’s fee for documents lodged after the deadline, set by Practice Directive 1/2017 and charged separately from the lodgement fee. |
Frequently asked questions
Why does my Sdn Bhd need a licensed company secretary?
It’s a statutory requirement under the Companies Act 2016 — every Sdn Bhd must appoint one within 30 days of incorporation, and the role carries ongoing statutory filing responsibilities.
Can you take over from our current company secretary?
Yes. We regularly take over statutory records from an outgoing secretary, including remediating gaps in registers or filings left behind.
Do we need to hold a physical AGM every year?
No. Under the Companies Act 2016 only public companies must hold an AGM. A private company can take decisions by written resolution, but its annual return and financial statements must still be lodged with SSM.
Who can be a company secretary in Malaysia?
A natural person aged 18 or over who is a Malaysian citizen or permanent resident and ordinarily resides in Malaysia. They must belong to a professional body in the Fourth Schedule of the Companies Act 2016 or be licensed by SSM, and hold a valid SSM practising certificate.
When is the annual return due for a Sdn Bhd?
Within 30 days of each anniversary of the incorporation date, not the financial year end. It is lodged through MBRS with beneficial ownership information, and the fee for a private company is RM150.
What is SSM Practice Directive 11/2026?
It sets out how companies lodge shareholder and share capital details that CRS now records, such as share types, voting rights and preference share terms. It applies to local companies whose members hold more than one type of share, and to all foreign companies. Lodgement is free, at an SSM counter, by 14 January 2027.
What is the penalty for not keeping a beneficial ownership register?
The company and every officer in breach can be fined up to RM20,000, plus up to RM500 for each day the offence continues after conviction. The register covers anyone with 20% or more of the shares or voting rights.
How do I close a dormant Sdn Bhd in Malaysia?
Apply to SSM to strike it off under section 550, through CRS, for RM100. The company must not be carrying on business, must have no assets, liabilities, outstanding charges, unpaid penalties or tax owing, and members must pass a resolution. Objections can be lodged within 60 days of SSM’s notice, and a struck-off company can be restored by court order within 7 years of dissolution.
Do I have to register a bank charge with SSM?
Yes. The company lodges the statement of particulars of the charge within 30 days of its creation, through CRS. The fee is RM300 for a Malaysian company and RM500 for a foreign company.
How do I change my company’s name in Malaysia?
Members pass a special resolution, and the company reserves the new name for RM50. It then applies to SSM through CRS within 30 days of the resolution, paying RM100. SSM sends the notice of the new name through CRS and to the registered email once approved.
Do share transfers have to be reported to SSM?
Yes. When shares change hands, the company updates its register of members and lodges the change with SSM within 14 days, under section 51 of the Companies Act 2016. SSM currently charges no fee for this lodgement.
Sources
Figures on this page were checked against these official sources on 6 October 2026. Rates, fees and deadlines change, so confirm the current position with the authority before acting.
- Companies Commission of Malaysia (SSM), Table of fees (Registration of Company)
- Companies Commission of Malaysia (SSM), Submitting incorporation of company (secretary requirements)
- Companies Commission of Malaysia (SSM), FAQ Part M: annual returns and financial statements
- Companies Commission of Malaysia (SSM), Practice Note 3/2018: circulation and lodgement of financial statements
- Companies Commission of Malaysia (SSM), Practice Directive 1/2017 (revised 1 October 2024): late lodgement fees
- Companies Commission of Malaysia (SSM), Guideline for the reporting framework for beneficial ownership of legal persons (revised 2025)
- Companies Commission of Malaysia (SSM), Companies (Amendment) Act 2024 (Act A1701)
- Companies Commission of Malaysia (SSM), Frequently asked questions: Corporate Registry System (CRS), updated 5 October 2026
- Companies Commission of Malaysia (SSM), FAQ Part I: return of allotment of shares and register of members
- Companies Commission of Malaysia (SSM), Guidelines for registration of charges
- Companies Commission of Malaysia (SSM), Guidelines for the change of a local company name
- Companies Commission of Malaysia (SSM), Guidelines on application to strike off a company (revised 14 July 2026)
