After successfully incorporating your company and commencing business operations in Malaysia, a business operator will need to engage a professional and experienced Company Secretary in Malaysia to keep pace with and oversee all corporate compliance matters, which have been magnified in an era with a greater focus on transparency and accountability. Even though your Secretarial Services Malaysia will make sure your company does no not run afoul of the regulations, a responsible business operator should also be familiar with regulatory and compliance requirements and issues to better plan business and administrative strategies.

Secretarial Services Malaysia

  • Resident Company with paid-up capital of ≤ RM 2.5 million, gross income from business not ˃ RM 50 million and the Company do not directly or indirectly own by or own a Company having paid up capital of ˃ RM 2.5 million.
First RM 600,000 – 17%

Subsequent Balance – 24%

  • Resident Company (Other than Company described above)
  • Non-resident Companies
24%
  • Company originating in the Territory of Labuan and operating a trading activity in this territory
3% of the audited income
  • Petroleum income tax
38% on income from petroleum operations in Malaysia

25% on income from petroleum operations in marginal fields

Audit Exemption Criteria:

  1. Dormant Companies
    • dormant from the time of incorporation; or
    • dormant throughout the current financial year and in the immediately preceding financial year.
  2. Zero-Revenue Companies
    • no revenue during the current financial year;
    • no revenue in the immediate past two financial years; and
    • total assets in the current Statement of Financial Position not exceeding RM300,000 as well as immediate past two financial years.
  3. Threshold-Qualified Companies
    • revenue not exceeding RM100,000 during the current financial year and in the immediate past 2 financial years;
    • total assets in the current Statement of Financial Position not exceeding RM300,000 and in the immediate past 2 financial years; and
    • not more than 5 employees, at the end of its current financial year and in each of its immediate past two 2 financial years end.

Compulsory if annual turnover exceeding RM500,000 which can be determined based on either

  • The total value of taxable goods or services of the current month and the previous 11 months, or
  • The total value of taxable goods or services of the current month and the next 11 months

Voluntary Registration is allowable but subject to the approval by Director General.

Who must register

Sales tax

Any person who engaged in the manufacturing of taxable goods in the course of business.

Service tax
Any person who provides any taxable services.

A company must display the registered name and registration number at:

  • the registered office
  • every venue the business is carried out
  • every venue where the books are kept

A company must reveal the registered name and registration number on:

  • business letters, notices and other publications
  • websites
  • bills of exchange, promissory notes, endorsements and order forms
  • cheques
  • order invoices and other payment receipts
  • all forms of business correspondence and documentation

Documents to be kept at a company’s registered office include:

  • The notice of registration issued under Section 15
  • The constitution of the company (if any)
  • Certificates given under the Companies Act or corresponding with the previous law (if any)
  • All registers, books, records and documents as required under the Companies Act
  • Minutes of all meeting of members and resolution of members
  • Minutes of all meetings and resolutions of the board and committees of the board
  • Copies of all written communication to members or holders of the same class of shares
  • Copies of all financial statements and group financial statement
  • The accounting records of the company required under section 245 of the Companies Act
  • Copies of all instruments creating or evidencing charges as required under section 357
  • Other documents required to be kept by the Registrar

If there is a change to the address that the documents are kept, the company has to notify the Registrar within 14 days of the change.

What is an Annual Return?

An annual return of a Company consists of the following general information:

  • Registered office address
  • Business office address
  • Branch office address
  • Principal business activities
  • Total authorised capital registered
  • Total paid-up capital
  • Charges registered with SSM (i.e. company assets pledged)
  • Company directors
  • Appointed company secretary
  • Shareholders

When do we need to lodge Annual Return to SSM?

The annual return signed by a director or by the manager or secretary of the company shall be lodged with the Suruhanjaya Syarikat Malaysia (SSM) within one month after holding its AGM or in the case of a company keeping pursuant to its articles a branch register in any place outside Malaysia within two months after the annual general meeting.

(Source: Suruhanjaya Syarikat Malaysia (SSM) )

Every public and private company must hold an Annual General Meeting (AGM) every calendar year. The annual general meeting should be held:

  • Within six months of the company’s financial year-end
  • Not more than 15 months after the last preceding annual general meeting