# Your Sdn Bhd's First 12 Months: The Complete Compliance Calendar

> Month by month from your incorporation date — the secretary deadline, first auditor, financial year end election, LHDN and CP204, EPF, SOCSO and EIS, and the first annual return.

- Category: business
- Language: en
- Status: published
- Updated: 2026-08-14
- Canonical: https://negaraku.md/en/business/sdn-bhd-first-year-compliance

---

Incorporation is a transaction. Compliance is a subscription.

Every corporate-services firm in Malaysia will sell you the first one. Almost none of
them will lay out the second in a form you can put on a calendar — because the
recurring work is where their revenue lives, and a confused client is a client who
asks fewer questions about the invoice.

So here is the calendar. Everything below runs from **the date on your notice of
registration**, not from the day you started trading, not from your financial year
end, and not from the day the bank finally opened your account.

## Month 0: the day you are registered

The Registrar registers the company and issues a notice of registration under s.15
of the Companies Act 2016. From that instant the company is a legal person with
duties, and you are an officer of it.

Three things are already live:

- **The registered office.** A company must at all times have a registered office in
  Malaysia to which all communications and notices may be addressed, and it must be
  open and accessible to the public during ordinary business hours (s.46(1)–(2)).
  Contravention carries a fine not exceeding RM50,000.
- **Name and number display.** Your registered name and company registration number
  must appear at the registered office, at every place where business is carried on,
  at every place your books are kept, and on business letters, notices, websites,
  invoices, receipts, cheques and order forms (s.30). The website obligation is
  explicit in the Act and is the one people miss.
- **Accounting records.** The company and its directors must cause records to be kept
  that sufficiently explain the transactions and financial position, and entries must
  be made **within 60 days of the completion of the transaction** (s.245(2)).
  Records are retained for seven years (s.245(3)).

That 60-day rule is not a bookkeeping nicety. Under s.539, if proper books were not
kept and the company is later investigated or wound up, every officer commits an
offence carrying up to three years' imprisonment or a fine up to RM500,000.

## Days 1–30: the hard deadline

**Appoint a licensed company secretary.** The Board shall appoint a secretary, and
the appointment of the first secretary shall be made within thirty days from the date
of incorporation (s.236(1)–(2)).

The person you appoint must be a natural person, at least 18, **a citizen or
permanent resident of Malaysia**, ordinarily resident here by having a principal
place of residence in Malaysia (s.235(1)), and either a member of a body set out in
the Fourth Schedule or licensed by SSM under s.20G of the Companies Commission of
Malaysia Act 2001 (s.235(2)).

Note the asymmetry that trips up foreign founders: the **director** test is
residence, not citizenship. The **secretary** test is citizenship or permanent
residence *and* residence. You can be a foreign sole director of your own company.
You cannot be its secretary.

Practically, the secretary is appointed at incorporation by the same firm that filed
it, so the 30-day clock only becomes real when you incorporate yourself through
MyCoID, or when your secretary resigns. On resignation, note s.240: the office of
secretary shall not be left vacant for more than thirty days at any one time.

## Months 1–3: register with the revenue and decide your year end

### Income tax registration

Register the company for income tax with LHDN. This is separate from incorporation;
SSM does not do it for you.

### The financial year end election nobody helps you make

You choose your first financial year end. Nothing in the Act forces a 31 December
date, and the first period does not have to be twelve months — the outer limit is set
by s.248(1)(a): the directors must prepare the first financial statements **within
eighteen months from the date of incorporation**.

That single subsection is the most valuable, least discussed number in your first
year. It means a company incorporated in, say, March can run a first period of up to
about seventeen months and file once, rather than closing a stub period after nine
months and paying for two full cycles of accounting, audit and tax filing in year
one.

Weigh three things:

| Consideration | Short first period | Long first period |
| --- | --- | --- |
| Cost | Two full compliance cycles sooner | One cycle, deferred |
| First set of figures | Available early | Delayed |
| Tax | Smaller first assessment | Larger, later |
| Workload | Collides sooner with trading | Buys runway |

Also avoid a year end that lands in your busiest trading month. Stocktake, accounts
preparation and audit will arrive together.

### CP204

Once operations commence, the estimate of tax payable is furnished on Form CP204. For
a newly incorporated company whose **first basis period is not less than six months**,
the estimate is due within three months of the date operations commence. From the
second year of assessment onward, the estimate is due not later than 30 days before
the beginning of the basis period.

Instalments for a new company begin in the sixth month of the basis period. Companies
that are dormant or have not commenced operations are not required to furnish an
estimate.

There is a statutory waiver from furnishing CP204 for the first two years of
assessment for qualifying small and medium companies under s.107C(4A) of the Income
Tax Act 1967. **Do not assume you have it.** Per LHDN Public Ruling No. 8/2025, a
qualifying company must be resident and incorporated in Malaysia, have paid-up
ordinary share capital of not more than RM2.5 million at the beginning of the basis
period, and gross business income of not more than RM50 million. Critically, from the
year of assessment 2024 a company whose paid-up ordinary share capital is more than
20% owned, directly or indirectly, by foreign companies or foreign individuals is
**not** eligible for these SME benefits — including the s.107C(4A) waiver. A
foreign-founded Sdn Bhd that assumes it has the waiver can be caught out. Confirm your
position against the current LHDN guidance rather than a blog post.

### SST and e-Invoice

Two separate regimes, both frequently discovered late.

**SST** applies by activity and turnover, not by company size in the abstract. The
general registration threshold under MySST is RM500,000 of taxable goods or taxable
services in a 12-month period, but category-specific thresholds differ — food and
beverage or restaurant services register at RM1,500,000, some categories such as
credit card and customs-agent services have no threshold at all, and services newly
taxable from 1 July 2025 (including rental or leasing and financial services) register
at RM1,000,000. Check whether your service falls in a taxable category, and on which
threshold, before you assume you are outside it.

**e-Invoice** is phased by annual turnover. Taxpayers with annual turnover of less than
RM1 million are exempt from e-Invoice implementation; the phased mandatory dates run
from 1 August 2024 for taxpayers above RM100 million down to 1 January 2026 for the
band up to RM5 million, per LHDN's published timeline. A newly incorporated Sdn Bhd is
therefore exempt while its revenue stays below RM1 million. Under the IRBM e-Invoice
Guideline, once a new business crosses the RM1 million exemption threshold it is given
a concessionary implementation date of 1 July 2026.

## When you hire: EPF, SOCSO and EIS

The trigger is employment, not incorporation. A company with no employees registers
nothing. The moment you have one — including a director engaged under a contract of
service, as distinct from one merely holding office — three registrations follow.

| Body | What | Timing |
| --- | --- | --- |
| KWSP (EPF) | Register as an employer, then register each employee | Within 7 days of becoming liable to contribute |
| PERKESO — Act 4 | SOCSO employer registration (Form 1) and employee registration (Form 2) | On employing your first employee |
| PERKESO — Act 800 | EIS registration (SIP 1 and SIP 2) | Alongside SOCSO registration |

EPF contributions are remitted monthly. Get the employer registrations done before
your first payroll run, not after — backdating contributions is administratively
worse than doing it in order.

Separately, if any employee is a foreign national, immigration and pass conditions
attach before the first day of work, not after.

## Before your first financial statements: appoint an auditor

A private company shall appoint an auditor for each financial year (s.267(1)), unless
the Registrar exempts it under s.267(2).

For a newly incorporated company the **Board** appoints the first auditor — not the
members — and must do so **at least thirty days before the end of the period for the
submission of the first financial statements to the Registrar** (s.267(3)(a)). In
later years the members appoint by ordinary resolution during the 30-day window
before the lodgement deadline (s.267(4) and (6)).

Read that timing backwards from your lodgement date, because it is the one deadline
in the first year that is defined relative to another deadline rather than to a fixed
date. If your first financial statements are due at SSM on a given day, the auditor
must already have been appointed a month earlier — which in practice means engaging
the firm well before that.

**Audit exemption.** Under SSM Practice Directive 10/2024 a private company qualifies
if it meets **at least two of three** criteria — revenue, total assets and employee
headcount — for the current and immediate past two financial years, or if it is
dormant. The thresholds are phased upward, so the figures that apply depend on which
financial year you are in. Most competitor pages still state the old all-three test or
quote a single set of thresholds as though they were permanent; both errors can lead a
company to skip an audit it legally needs.

Exemption removes the audit, not the filing. Unaudited financial statements still go
to SSM.

## Months 6–18: the accounts cycle

For a private company the sequence is fixed and the two deadlines chain together:

1. **Prepare** — first financial statements within 18 months of incorporation
   (s.248(1)(a)); thereafter within six months of each financial year end
   (s.248(1)(b)).
2. **Circulate to members** — within six months of financial year end (s.258(1)(a)).
3. **Lodge with SSM** — within thirty days from the date the statements were
   circulated to members (s.259(1)(a)).

The lodgement clock runs from circulation, not from year end. Circulate late and you
have not bought yourself time; you have committed two offences instead of one. The
s.259 penalty is a fine up to RM50,000 plus up to RM1,000 for each day the offence
continues.

An extension can be applied for before the period expires (s.259(2)); the fee for a
lodgement extension is RM100 per SSM's published table.

**And no AGM.** Section 340 requires an annual general meeting only of a public
company. A private company circulates its statements and passes members' resolutions
in writing. If your secretary is invoicing you for convening a private company AGM,
ask what statutory requirement it satisfies.

## Month 12 onward: the annual return

Here is the correction that matters most, because a large share of published guidance
gets it wrong.

Section 68(1): a company shall lodge an annual return for each calendar year not later
than thirty days from the anniversary of its incorporation date.

Section 68(2): **that requirement does not apply to a company in the calendar year in
which it is incorporated.**

So a company incorporated on 5 November 2026 does not lodge an annual return in 2026.
Its first annual return is the one for calendar year 2027, due not later than 5
December 2027. Guides that say "your first annual return is due 30 days after your
first anniversary" happen to land on the right date in most cases, but they will
mislead you the moment your anniversary and calendar year interact awkwardly.

The annual return is a snapshot, not an accounts filing: registered office, nature of
business, places of business, where the register of members and financial records are
kept, shareholding summary, total indebtedness, particulars of directors, managers,
secretaries and auditors, and the list of members (s.68(3)). It is signed by a
director or the secretary (s.68(5)).

The lodgement fee for a private company's annual return is RM150 per SSM's ROC Table
of Fees.

## Event-driven filings that do not wait for a deadline

These are not annual. They fall due when something happens, and the windows are short.

| Event | Filing | Window | Authority |
| --- | --- | --- | --- |
| Change of registered office address | Notify the Registrar | 14 days | s.46(3) |
| Change to where records are kept | Notify the Registrar | 14 days | s.47(3) |
| Allotment of shares | Return of allotment with statement of capital | 14 days | s.78(1) |
| Members' approval for directors to allot shares | Lodge the approval | 14 days | s.76(2) |
| Adoption of a constitution | Lodge the constitution | 30 days | s.32(4) |
| Alteration of the constitution | Notify and lodge the amended constitution | 30 days | s.36(3) |
| Creation of a charge over company assets | Register the charge | Statutory period applies | s.352 onwards |

The share allotment one catches nearly everyone. Bringing in a co-founder or an
investor is an allotment. Fourteen days later there is a filing, and if the directors
did not have members' approval under s.75 first, the allotment itself is exposed.

## What the first year costs

Statutory fees are the small number. From SSM's published ROC Table of Fees:

| Item | Fee |
| --- | --- |
| Application for incorporation, company limited by shares | RM1,000 |
| Name reservation | RM50 for every 30 days or part thereof, maximum 180 days |
| Annual return, private company | RM150 |
| Lodgement of audited financial statements, private company | RM50 |
| Lodgement of unaudited financial statements, private company | RM20 |
| Change of company name | RM100 |
| Amendment of constitution | RM30 |
| Extension of time to lodge a document | RM100 |

Fee schedules are revised from time to time — confirm against SSM's current table
before you budget.

What actually consumes the money is professional work: the secretary's retainer,
bookkeeping, the audit if you do not qualify for exemption, and the tax computation.
Budget for the recurring cost, not the one-off.

## Common mistakes

- **Assuming an annual return is due in the year you incorporate.** Section 68(2) says
  otherwise. Filing an unnecessary return is a smaller problem than the reverse, but
  building your calendar on a wrong rule guarantees a later error.
- **Treating 12 months as the first accounts deadline.** It is 18 months from
  incorporation under s.248(1)(a), and using the full window can save an entire
  compliance cycle in year one.
- **Appointing the auditor late.** The s.267(3)(a) deadline is 30 days before the
  first financial statements are due at SSM. Discovering that in month sixteen is too
  late to engage a firm calmly.
- **Holding a private company AGM.** Section 340 does not require one. Written
  resolutions are the mechanism.
- **Letting the secretary's office sit vacant.** Section 240 caps the vacancy at 30
  days.
- **Registering with EPF and PERKESO after the first payroll.** The EPF trigger is
  seven days from becoming liable to contribute.
- **Issuing shares to a new co-founder without members' approval and a return of
  allotment.** Section 75 approval first, s.78 filing within 14 days.
- **Keeping receipts in a shoebox and reconciling at year end.** Entries are due
  within 60 days of the transaction (s.245(2)), and s.539 makes failure an offence
  with a custodial ceiling.

## What's next

Build the calendar before you need it. Write down four dates: your incorporation date,
your chosen financial year end, the date 18 months after incorporation, and your first
annual return date in the following calendar year. Everything else in this article
hangs off those four.

Then settle the two decisions that shape all of them — what your company secretary is
actually contracted to do, and whether your financial year end is placed deliberately
or by default.

---

**Verification status.** This is an AI-assisted draft that has not been reviewed by a
subject-matter expert. Statutory references are to the Companies Act 2016 (Act 777) as
published by SSM. Fee amounts are quoted from SSM's published ROC Table of Fees and
are subject to revision. Tax, EPF, PERKESO and e-Invoice positions should be confirmed
against the administering agency before you act — see the verification list in this
article's metadata.

## Sources

- Companies Act 2016 (Act 777), as at 1 August 2022 — https://www.ssm.com.my/Pages/Legal_Framework/Document/Companies%20Act%202016_Akta%20777_BI%20(1.8.2022).pdf (SSM)
- Table of Fees — Registration of Company (ROC) — https://www.ssm.com.my/Pages/Services/Registration-of-Company-(ROC)/Table-of-Fees.aspx (SSM)
- Practice Directive No. 10/2024 — Qualifying Criteria for Audit Exemption for Certain Categories of Private Companies — https://www.ssm.com.my/Pages/Legal_Framework/Document/PD10-2024-Qualifying-Criteria-for-Audit-Exemption-for-Certain-Categories-of-Private-Companies.pdf (SSM)
- Tax Estimation — https://www.hasil.gov.my/en/company/tax-estimation/ (LHDN)
- Public Ruling No. 8/2025 — Tax Treatment for Micro, Small and Medium Companies — https://www.hasil.gov.my/media/fo1ptejq/pr-8-2025-tax-treatment-for-micro-small-and-medium-companies.pdf (LHDN)
- e-Invoice Implementation Timeline (updated 7 December 2025) — https://www.hasil.gov.my/en/e-invois/pelaksanaan-e-invois-di-malaysia/garis-masa-pelaksanaan-e-invois/ (LHDN)
- IRBM e-Invoice Guideline (Version 4.7) — https://www.hasil.gov.my/wp-content/uploads/IRBM-e-Invoice-Guideline.pdf (LHDN)
- Registering your Business — MySST — https://mysst.customs.gov.my/registering-business/ (RMCD (Royal Malaysian Customs Department))
- Employer Registration — https://www.kwsp.gov.my/en/employer/responsibilities/registration (KWSP (EPF))
- Employer Registration — https://perkeso.gov.my/en/our-services/employer-employee/employer-registration.html (PERKESO)

---
Source of truth: https://github.com/negaraku-md/NegaraKu.md
License: CC BY-SA 4.0