A Malaysian company may choose any financial year end — the Companies Act 2016 defines a financial year as the period the financial statements are made up to, whether that period is a year or not. The first financial statements must be prepared within 18 months of incorporation. The choice then fixes three separate things: the audit exemption test under Practice Directive 10/2024, which runs on the current and two preceding financial years; your LHDN basis period; and the reporting deadlines under s.258 and s.259.
- There is no statutory requirement that a financial year be twelve months — s.2 says 'whether that period is a year or not'
- First financial statements are due within 18 months of incorporation under s.248(1)(a); after that, within six months of each year end
- Practice Directive 10/2024 phases audit exemption thresholds by the date the financial period commences, so a year end change moves you between phases
- The exemption test looks at the current financial year and the immediate past two — a short or long period does not disappear from the count
- A subsidiary cannot move its year end away from the holding company's without the Registrar's consent under s.247(2)
- Changing the accounting date creates a failure year, and the DGIR determines the basis periods for that year and the next
- Your e-Invoice implementation phase was fixed on 2022 figures and stays fixed — a later year end change does not move it
Who this applies to: Directors and finance functions selecting a first financial year end, or considering changing an existing one.
On this page
Choosing a financial year end feels like an administrative decision. It is usually made in the first week of a company’s life, by someone with no reason to think about it, and then never revisited.
It is actually the single date from which three separate regimes are calculated. It decides which audit exemption threshold applies to a given year. It sets your LHDN basis period, your Form C deadline and your CP204 obligations. It fixed your e-Invoice implementation phase back when your 2022 accounts were prepared. And because the audit exemption test looks back across three financial years, moving the date mid-stream can disturb years you have already closed.
Nobody joins those dots, so this page does.
What the law actually constrains
Very little, which is the surprise.
Section 2 of the Companies Act 2016 defines a financial year as “the period in respect of which any financial statements of a corporation is made up whether that period is a year or not”. There is no twelve-month requirement, no prescribed date, and no approval needed to pick one.
The real constraints are three:
The first set has an outer limit. Section 248(1)(a) requires the directors of every company to prepare financial statements within eighteen months from the date of incorporation. Thereafter, within six months of each financial year end under s.248(1)(b). A director who contravenes faces up to RM500,000 or a year’s imprisonment under s.248(3).
Groups must align. Section 247(1) requires directors of a holding company to take the necessary steps so that within two years of a corporation becoming a subsidiary, the subsidiary’s financial year coincides with the holding company’s. Section 247(2) then prohibits altering any year end so they cease to coincide without the Registrar’s consent.
Where there is a good reason, s.247(3) allows an application in writing to the Registrar not less than thirty days before circulation of the holding company’s financial statements, supported by a statement of the directors’ reasons. The Registrar may grant, refuse, or attach conditions, and may commission an approved company auditor to investigate at the holding company’s expense. An appeal to the Minister runs for two months under s.247(8). If refused, s.247(13) bars a similar application for three years unless there has been a substantial change in the relevant facts.
The reporting clocks follow the date. Circulation within six months of year end under s.258(1)(a), then lodgement within thirty days of circulation under s.259(1)(a). Sequential, not parallel — circulating early shortens your total runway rather than extending it.
Lever 1: the audit exemption three-year lookback
This is the interaction that surprises people, and it is entirely a creature of Practice Directive 10/2024.
Paragraph 5 exempts a private company that meets at least two of three criteria — revenue, total assets, employee count — for the current financial year and the immediate past two financial years.
Paragraph 9 then phases the thresholds by the date the financial period commences:
| Financial period commencing | Revenue | Assets | Employees |
|---|---|---|---|
| On or after 1 Jan 2025, to 31 Dec 2025 | RM1,000,000 | RM1,000,000 | 10 |
| On or after 1 Jan 2026, to 31 Dec 2026 | RM2,000,000 | RM2,000,000 | 20 |
| On or after 1 Jan 2027 | RM3,000,000 | RM3,000,000 | 30 |
The directive’s own note is the crucial part: the figures for the immediate past two financial years must not exceed the maximum threshold specified for the respective corresponding phase.
Two consequences follow for anyone contemplating a year end change.
A transitional short period is still a financial year. If you change from a 31 December year end to 30 June by making up a six-month set of accounts, that six-month period is a financial year for the purposes of the three-year count. It does not merge with its neighbours and it does not drop out.
Moving a period’s commencement date across a calendar boundary moves the threshold that applies to it. A period commencing 1 December 2026 sits in the RM2 million phase. Shift it to commence 1 January 2027 and it sits in the RM3 million phase. For a company hovering near a threshold, that is the whole ball game — in either direction.
Paragraph 13 adds the asymmetry that makes this worth planning: where a company ceases to qualify it ceases to be exempt from that point, but remains exempt in relation to the accounts for the financial years in which it qualified. You cannot retrospectively lose an exemption you validly took. You can, however, construct a transitional period that fails the test and thereby drags the next two years’ assessments with it.
Paragraph 21 is the instruction most companies skip: a company that meets the criteria must first assess its audit-exempt financial period commencing after the exemption takes effect to see whether it fulfils the requirements for the current and immediate past periods. The test is prospective work, not a year-end discovery.
Lever 2: the LHDN basis period
Section 21A of the Income Tax Act 1967 ties the basis period for a company to its accounting period. Change the accounting date and you have created what Public Ruling 8/2014 calls a failure year — the year in which the entity fails to close its accounts on the same date as the previous year.
In a failure year, the Director General determines the basis periods for the failure year and for the year following. Public Ruling 8/2014 states that the accounting period the taxpayer actually made up will generally be accepted, provided:
- there is no missing year of assessment; and
- there are no two or more accounts closed in the same year of assessment.
Those two conditions are the design brief for any change. A change that creates a year of assessment with no basis period, or that crams two closings into one year of assessment, is a change the DGIR will re-cut for you.
The downstream deadlines move with the date. Form C is due seven months from the day following the close of the accounting period under s.77A(1), with a one-month e-Filing grace that also extends the s.103(1) balance-of-tax payment. CP204 is due thirty days before the beginning of the basis period, with the separate three-month rule for a new company whose first basis period is at least six months.
Lever 3: the e-Invoice phase you already landed in
This one is worth stating precisely because the anxiety around it is misplaced.
Your implementation phase was determined from the audited financial statements for the financial year 2022, or the year of assessment 2022 tax return, pro-rated where the accounting year end changed in that period — and it is permanently fixed thereafter. Phase 4, covering annual turnover up to RM5 million, began 1 January 2026.
So changing your year end today does not move your phase. What it does affect is the mechanics: your consolidated e-Invoice cycle, your reconciliation between validated documents and the ledger, and where the transition period falls relative to a short accounting period.
The relevant planning point is the reverse of what people assume. The phase is fixed; the accounts are what move.
Choosing a first year end
For a new company, four considerations, in the order they usually matter:
Group alignment. If the company is or will be a subsidiary, s.247 will push you to the holding company’s date within two years anyway. Start there.
The eighteen-month outer limit. A long first period defers the first set of accounts, which is attractive for cash. But it produces a first financial year that is a full financial year for the audit exemption count and it may distort the tax basis period on commencement.
Seasonality. A year end shortly after the trading peak means the accounts are prepared while receivables are at their highest and stock at its lowest, which is usually the worst combination for both audit effort and the balance sheet you present to a bank.
Threshold proximity. If you expect to sit near the audit exemption thresholds, the date on which a period commences decides which phase’s numbers apply to it.
How to change one, in order
- Check s.247 first. If there is a holding company, either the change keeps the dates coinciding, or you need the Registrar’s consent, applied for at least thirty days before circulation of the holding company’s accounts.
- Model the audit exemption count across the transitional period and the two years either side, applying the phase thresholds by each period’s commencement date.
- Model the basis periods against the two Public Ruling 8/2014 conditions — no missing year of assessment, no two closings in one year of assessment.
- Resolve by board resolution and minute the reason. The reason matters if the Registrar or the DGIR asks.
- Recalculate the s.258 and s.259 dates from the new year end, and the Form C and CP204 dates from the new basis period.
- Tell your auditor, your tax agent and your lodger before the change, not after. The MBRS filing information carries the financial year end, and a mismatch there is a rectification under s.602.
Common mistakes
- Assuming a financial year must be twelve months. Section 2 says otherwise; the constraints are elsewhere.
- Treating a short transitional period as not counting towards the audit exemption three-year lookback. It counts.
- Ignoring which phase a period’s commencement date falls into. RM1 million, RM2 million and RM3 million are different tests.
- Moving a subsidiary’s year end without the Registrar’s consent under s.247(2), and discovering the three-year bar in s.247(13) only after a refusal.
- Creating a year of assessment with no basis period, or two closings in one year of assessment, and having the DGIR determine the periods instead.
- Believing a year end change moves your e-Invoice phase. It was fixed on 2022 figures.
- Forgetting that the lodgement clock starts at circulation, so an earlier circulation date shortens the total runway rather than lengthening it.
- Changing the year end without updating the MBRS filing information, which then requires a filing information rectification under s.602.
What’s next
Before you change anything, write out four columns for the three financial years around the proposed change: period start, period end, the audit exemption threshold phase that applies, and the year of assessment. If any row is blank or duplicated, the change needs redesigning — not because it is prohibited, but because someone else will redesign it for you afterwards.
Can my financial year be longer or shorter than twelve months?
Yes. Section 2 of the Companies Act 2016 defines a financial year as the period in respect of which any financial statements of a corporation is made up, whether that period is a year or not. The binding constraint on a new company is s.248(1)(a), which requires the first financial statements within eighteen months of incorporation. Longer or shorter periods have tax and audit exemption consequences, which is the real reason to be careful, not company law.
Does changing my year end affect audit exemption?
It can, in two ways. Paragraph 5 of Practice Directive 10/2024 tests the criteria across the current financial year and the immediate past two financial years, so a short transitional period still counts as one of the three. And paragraph 9 sets the thresholds by the date the financial period commences — RM1 million in 2025, RM2 million in 2026, RM3 million from 2027 — so shifting a period's commencement date across a year boundary changes which threshold applies to it.
What happens to my tax basis period if I change the accounting date?
Section 21A of the Income Tax Act 1967 governs it. Public Ruling 8/2014 explains that where an entity in operations fails to close its accounts on the same date in the following year, that is a failure year, and the Director General determines the basis periods for the failure year and the year following. The accounting period you actually made up will generally be accepted provided there is no missing year of assessment and no two accounts close in the same year of assessment.
Can a subsidiary have a different year end from its holding company?
Only with the Registrar's involvement. Section 247(1) requires directors of a holding company to ensure that within two years of a corporation becoming a subsidiary, its financial year coincides with the holding company's. Section 247(2) prohibits altering a year end so they stop coinciding without the Registrar's consent, and s.247(3) allows an application at least thirty days before circulation of the holding company's financial statements. If refused, s.247(13) bars a similar application for three years absent a substantial change in circumstances.
Will a year end change move my e-Invoice phase?
No. The implementation phase is determined from the audited financial statements for the financial year 2022 or the year of assessment 2022 tax return, pro-rated where the year end changed, and it is permanently fixed thereafter. A change made now does not move you into a later phase.
The following are deliberately unstated or described only qualitatively until confirmed by a subject-matter expert:
- The audit exemption criteria and phase thresholds should be read directly from Practice Directive 10/2024 for any borderline case — the interaction between a short period and the two-preceding-years test is not addressed expressly in the directive
- Confirm the current e-Invoice guideline version and phase table before relying on a phase determination, as this regime has been revised repeatedly
- Public Ruling 8/2014 remains the published ruling on basis periods; confirm no superseding ruling has been issued before relying on the failure-year treatment
Sources
- Companies Act 2016 (Act 777), updated text as at 1 August 2022 — SSM
- Practice Directive No. 10/2024 — Qualifying Criteria for Audit Exemption for Certain Private Companies in Malaysia — SSM
- Public Ruling No. 8/2014 — Basis Period of a Company, Limited Liability Partnership, Trust Body and Co-operative Society — LHDN
- Income Tax Act 1967 (Act 53), reprint as at 21 May 2024 — LHDN
- IRBM e-Invoice Guideline — LHDN
Change history
| Version | Date | Change | By |
|---|---|---|---|
| 01.00 | 20 Jul 2026 | Approved and published. | — |