Corporate Compliance Requirement

(a) Registered Office;

(b) Place of Business;

(c) Place where its books (Accounting Records) are kept; and

(d) all business letters, statements of account, invoices, official notices, official publications, websites, bills of exchange, promissory notes, endorsements, cheques, order forms, invoices, receipts and letters of credit of or purporting to be issued or signed by or on behalf of, the company, and all other forms of its business correspondences and documentation should have the Company name (whether or not it is carrying on business under a business name) & company registration number

(e) all companies must prominently display their company name and registration number on their websites and social media. Failure to comply with such requirements may subject to a penalty of RM50,000 or a 3-year imprisonment, or both.

a) notice of registration issued under section 15;
b) the constitution of the company, if any;
c) certificates given under this Act or corresponding previous written law, if any
d) all registers, books, records and documents as required under this Act;
e) minutes of all meetings of members and resolutions of members;
f) minutes of all meetings and resolutions of the board and committees of the Board;
g) copies of all written communications to all members or all holders of the same class of shares;
h) copies of all financial statements and group financial statement;
i) the accounting records of the company required under section 245;
j) copies of all instruments creating or evidencing charges as required under section 357; and
k) such other documents required to be kept by the Registrar.

All the documents above are usually kept at the Registered Office as we are handling the Corporate Secretarial Services, except for item (i) the accounting records of the company which is not under our custody. Hence, a Notification to that effect has to be lodged with SSM.

Keeping proper accounting and other records which sufficiently explain the transactions and financial position of the company and enable true and fair profit and loss accounts and balance sheets.

All appropriate entries are to be made in such accounting and other records within 60 days of completion of the transactions to which they relate the accounting and other records are to be retained for 7 years.

In accordance to the Inland Revenue Board of Malaysia (IRBM) guidelines of record keeping, it is obliged that all accounting documents should be kept in its original form (hardcopies) although they could be converted to an electronic form (scanned copies) to be conveniently retrievable. The accounting record should be made available if IRBM officer requests for its original.

Directors of every company shall prepare financial statements within 18 months of date of incorporation and subsequently, 6 months of financial year-end.

Every company shall send copy of FS for each financial year to every member of company, every person entitled to receive notice of general meetings, every auditor of company and every debenture holder of company on request being made, to the last known address provided to the company.

The financial statements and reports in the case of private company, has to be lodged with SSM via XBRL format within 30 days from the date the financial statements and reports are circulated to its members.

Every company is required to circulate its audited financial statements to shareholders and auditors unless the companies are exempted based on the Practice Directive entitled “Qualifying Criteria for Audit Exemption for Certain Categories of Private Companies” issued by SSM.

The following companies are eligible for audit exemption:-

(a) dormant companies
(b) zero-revenue companies
(c) threshold-qualified companies

Any director (including person connected with that director) who is directly or indirectly interested in a contract or proposed contract with the company shall as soon as possible as practicable, declare the nature of his interest at the meeeting of the Board of Directors. The interested director must refrain from voting at the contract or proposed contract.

A company (other than an exempt private company) shall not make a loan to a director of the company or a related company or person connected with a director.

Note : An exempt private company (“EPC”) means a private company in shares of which no beneficial interest is held directly or indirectly by any corporation and which has not more than twenty members none of whom is a corporation.

A director shall give notice in writing to the company in respect of particulars of any change relating to shares, debentures, participatory interest, rights, options and contracts in the company or in related corporation

Any changes in the name, nationality, residential address, service address, business occupation, particulars of other directorships of public companies or its subsidiaries, IC/Passport number of directors including date of resignation, removal, retirement, not re-elected and death. In case of death, to provide death certificate.

Where a company has resolved to change its business address or its nature of business, the company is required to notify SSM within 14 days form the date of such change.

With effect from 1 April 2017, Registration with HRDF is compulsory if the employer hire ten (10) or more local employees in 63 sub-sectors.

See What is HRDF for more information.

Every Small and Medium Enterprise (SME) must furnish an estimate of its tax payable

With effect from Y/A 2014, where the SME which commences operations has no basis period for that year of assessment and for the immediate following year of assessment, the SME is not required to furnish an estimate of tax payable for that year and for the immediate 2 following years of assessment.

Third year of assessment onwards: 30 days before the beginning of the basis period

Generally, SME refer to resident companies that has a paid-up capital in respect of ordinary shares of RM2.5mil and less

(must be prepared based on audited accounts w.e.f YA 2014)

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 registered person must comply with the requirements under SST legislation as follows:
a) account for SST on taxable goods or services;
b) submit SST return (SST-02) and pay tax not later than the last day of the following month after the taxable period;
c) inform Custom of the cessation of business within thirty days from the date of business cessation;
d) inform Custom on any changes of address, taxable activity, accounting basis and taxable period; and
e) keep adequate records of all business transactions relating to SST in the National or English language for seven years.

Effective from 1 January 2019, the imported taxable service is subject to service tax.

This apply to both the registrant and non-registrant.

to declare the tax in Form SST-02 and make payment as per taxable period.

For non-registrant

the tax is due when the payment is made or invoice is received for the service, whichever is earlier.

The tax should be declared in Form SST-02A and the payment should be made not later than the last day of the month following the month when the tax is due.