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

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.

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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.