Audited Accounts Filing for Foreign Company Branches in Malaysia

Opening a branch in Malaysia does not put a foreign company outside the audit net — it pulls the company in twice. Every year it must lodge audited accounts with the Companies Commission of Malaysia (SSM): once for the whole company, and again, separately, for what the branch actually does inside Malaysia.

Who has to file, and under what law?

The obligation applies to any foreign company registered under Part V, Division 1 (Foreign Companies) of the Companies Act 2016 (Act 777) — the regime for foreign companies that carry on business through a branch or place of business in Malaysia.

Two sections do the work:

• Section 574 — accounts to be kept. The company, its directors and managers must keep accounting records in Malaysia that sufficiently explain the transactions and financial position arising out of its Malaysian operations, kept so they can be “conveniently and properly audited.” Entries must be made within sixty days of completing the transactions.
• Section 575 — financial statements. This is the actual lodgement obligation with the Registrar.

What exactly must be lodged?

Section 575 layers three sets of documents:

Document	Source
A copy of the company’s own financial statements (in the form required by its home law), with a statutory declaration verifying they are true copies	s.575(1)
Duly audited financial statements and the documents attached to them	s.575(5)(a)
A duly audited statement showing the assets used in, and liabilities arising out of, its operations in Malaysia, giving a true and fair view under approved accounting standards	s.575(5)(b)

The second Malaysian-operations statement is what distinguishes branch filing from a simple copy of the parent’s group accounts.

When is the deadline?

A foreign company must lodge a copy of its financial statements within two months of its annual general meeting, made up to the end of its last financial year (s.575(1)).

Where the law of the place of incorporation does not require the company to hold an AGM or prepare financial statements, it must instead prepare and lodge accounts within the period, form and particulars a public company incorporated in Malaysia would be required to produce (s.575(4)).

What counts as “duly audited”?

Under s.575(8), financial statements are treated as duly audited when they are:

• accompanied by a report from an approved company auditor under section 266; and
• accompanied by a statutory declaration from the agent (or the person responsible for the company’s financial management) as to the correctness of the statement.

The underlying records themselves must be audited by a person approved under section 263 (s.574(2)).

Example. A Singapore-incorporated engineering firm registers a Malaysian branch. Each year it lodges a true copy of its Singapore statutory accounts plus statutory declaration, and — because s.575(5) applies — a separately audited statement of the branch’s Malaysian assets and liabilities, signed off by a Malaysian approved auditor, filed within two months of its AGM.

Can the Malaysian-operations audit be waived?

Yes, but narrowly. Section 575(7) lets the Registrar waive the s.575(5) requirement if compliance is impractical given the nature of operations, would be of no real value given the amounts involved, would cost out of proportion to its value, or would be misleading or harmful to the business.

Note that the annual return (section 576, lodged within thirty days of the registration anniversary) is a separate obligation and does not replace the accounts filing.

What’s next

Confirm your branch’s financial year-end and AGM date, then work back two months to fix your SSM lodgement deadline. Line up an approved company auditor early, since two audited outputs are needed — the company-wide statements and the Malaysian-operations statement. If a s.575(7) waiver may apply to your case, raise it with SSM before the filing window rather than after. Read the primary text of sections 574–576 in the Companies Act 2016 (Act 777) for the exact wording that governs your filing.