Sdn Bhd Compliance Calendar: Every SSM Deadline

The reason Malaysian companies file late is rarely negligence. It is that the duties run on three unrelated clocks, and no single SSM document lists them together.

Clock one: the incorporation anniversary

Only one duty runs off this clock, and it is the one most often mistimed.

The annual return is due within 30 days of the anniversary of the incorporation date — s.68(1). Not the calendar year end. Not the financial year end. A company incorporated on 14 March files by 13 April every year.

There is one carve-out: s.68(2) disapplies the requirement in the calendar year in which the company is incorporated. Your first annual return is due on your first anniversary, not in your first year.

Miss it three or more consecutive years and s.68(8) lets the Registrar strike the company off under s.549.

Clock two: the financial year end

Two duties, and they run in series, not in parallel.

1. Circulate the financial statements and reports to members within six months of financial year end — s.258(1)(a).
2. Lodge them with the Registrar within 30 days from the date of circulation — s.259(1)(a).

The lodgement clock does not start at year end. It starts when you circulate. Circulating early therefore pulls the lodgement deadline forward. Worked through with dates in circulating and lodging financial statements.

Both deadlines can be extended under s.259(2), but only on an application made before the period expires, and Practice Note 3/2018 requires a private company to apply at least seven days before the last day. See applying for an extension of time.

Clock three: events during the year

These have no fixed date. They start when something happens, and almost all of them are 14 days.

Event	Deadline	Section
Director, manager or secretary appointed, ceases, or changes particulars	14 days	s.58(1)
Change in the register of members	14 days	s.51(1)
Change of registered office address	14 days	s.46(3)
Change of address where records are kept	14 days	s.47(3)
Allotment of shares — return of allotment	14 days	s.78(1)
Creation of a charge over company property	30 days	s.352(1)
Vacancy in the office of company secretary	30 days	s.240
Share certificate, on a shareholder’s application	60 days	s.98(1)

The charge deadline is the one with teeth beyond a penalty. Under s.352(2) an unregistered charge is void against the liquidator and any creditor, and under s.352(3) the money secured becomes immediately payable. Missing that deadline does not cost a fee — it costs the security.

The retention clocks

Not filing deadlines, but dated duties all the same.

• Accounting and other records: entries within 60 days of completion of the transaction (s.245(2)); retain for seven years after completion of the transactions or operations to which they relate (s.245(3)).
• Members’ resolutions, minutes of members’ meetings and sole-member decisions: keep for at least seven years from the date of the resolution, meeting or decision (s.341(2)).

Public companies add a fourth clock

A public company must hold its AGM within six months of financial year end and not more than 15 months after the last AGM — s.340(2). Circulation is at least 21 days before the AGM under s.258(1)(b), and lodgement is within 30 days from the AGM under s.259(1)(b). The extension lead time is 30 days before the last day to hold the AGM, not seven.

Private companies are not required to hold an AGM under the Companies Act 2016. If your constitution imposes one, that is a contractual duty, not a statutory one.

What is covered elsewhere

Beneficial ownership. Division 8A was inserted by the Companies (Amendment) Act 2024 (Act A1701) and its duties have applied in full since 1 October 2024: the company records a change in its register of beneficial owners within 14 days of receipt under s.60C(4), then lodges it through e-BOS within 14 days of that entry under s.60B(3) and (4). These run on their own clocks and are set out in filing BO information through e-BOS rather than repeated here.

The 30-day stamping deadline for an instrument of transfer is also off this page — it sits under the Stamp Act 1949 and is administered by LHDN, not SSM.

Common mistakes

• Timing the annual return from the financial year end. It runs off the incorporation anniversary, and the two rarely coincide.
• Filing an annual return in the year of incorporation. s.68(2) says you do not.
• Treating the financial statement deadlines as one. Circulation and lodgement are sequential; the second is triggered by the first.
• Assuming a dormant company is exempt. It is not — the annual return and the financial statement lodgement both still apply.
• Letting the 14-day change notifications drift. They are the quietest breaches and the easiest to accumulate, and s.58(4) carries up to RM50,000 plus RM500 a day.
• Registering a charge on day 31. The penalty is the least of the problems.

What’s next

Anchor the calendar on two fixed dates — the incorporation anniversary and the financial year end — then treat everything else as reactive. The event-driven 14-day duties are best handled by making them part of the board resolution that creates the event, rather than a separate task afterwards.