Corporate Compliance Requirement in Malaysia
Corporate Compliance Requirements after Incorporation
|1.0||Obligations under Companies Act, 1965|
|1.1||Publication of Name & Registration No
all business letters, statements of account, invoices, official notices, publications, bills of exchange, promissory notes, endorsements, cheques, orders, receipts and letters of credit of or purporting to be issued or signed by or on behalf of, the company, should have the Company name (whether or not it is carrying on business under a business name) & company registration number
|Immediately||S.121(3) of Companies Act|
|1.2||Appointment of Auditors||Any time before the First AGM||S.172(1) of Companies Act|
|1.3||Proper Accounting Records
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.
|Within 60 days of completion of transactions||S.167 of Companies Act|
|1.4||Annual General Meeting (AGM)||The 1st AGM must be held within 18 months of incorporation and thereafter, once in every calendar year and not more than 15 months after the last AGM. The accounts of company must be laid before the AGM within 6 months of the financial year end.||S.143(1) of Companies Act|
|1.5||Lodging of Annual Return, made up to a date not later than 14 days after AGM||Within 1 month of the AGM||S.165 of Companies Act|
|1.6||Documents to be lodged together with the Annual Return:
||Within 1 month of the AGM||S.165 & S.174 of Companies Act|
|2.0||Directors’ duties and prohibition under the Companies Act, 1965|
|2.1||Disclosure of interest in contracts, property, offices, etc
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 to the Board of Directors. The interested director must refrain from voting at the contract or proposed contract.
Note : Person connected with director including spouse, child, adopted child or stepchild, parent, brother, sister and the spouse of his child, brother or sister and body corporate which is associated with that director
|Immediate||S.131 of Companies Act
S.131 (7A), S.122 A & S.6A
|2.2||Loans to director & prohibition of loans to persons connected with directors
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.
|Immediate||S.133 & S.133A of Companies Act|
|2.3||General duty to make disclosure
A director shall give notice in writing to the company in respect of date of which the director became a director of a public company or of a subsidiary of a public company and particulars of any change relating to shares, debentures, participatory interest, rights, options and contracts.
|Within 14 days||S.135 of Companies Act|
Any changes in the nationality, residential address, business occupation, particulars of other directorship, IC/Passport number of directors including date of resignation, removal, retirement, not re-elected and death. In case of death, to provide death certificate.
|Within one month||S.141 of Companies Act|
|3.0||Responsibilities As Employers|
|3.1||Register with the Employees Provident Fund (EPF) Board||Within 7 days of employment of first employee||www.kwsp.gov.my|
|3.2||Register with the Social Security Organisation (SOCSO)||Within 30 days of the date on which the Employees Social Security Act (ESSA) becomes applicable to the company||www.perkeso.gov.my|
|3.3||Register Employer Tax File (E number) with Inland Revenue Board (IRB)||Anytime before payment of salaries to employees||www.hasil.gov.my|
|3.4||Register with the Human Resources Development Corporation (Only applicable to companies listed under Part 1, Schedule 1 of PSMBA)||Within 30 days of incorporation||www.hrdf.com.my|
|4.0||Obligations under Income Tax Act|
|4.1||Notification to Inland Revenue Board (IRB) to obtain Company Tax Registration Number (C number)||Anytime before filing of first tax return||www.hasil.gov.my|
|4.2||Estimate of Tax Payable
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.
|First 2 years of assessment (YA) from the date of commencement of operations exempted. Nevertheless, it is advisable to submit the Form CP204 notifying the IRB of its SME status without having to state the amount of ETP to avoid any penalty for under-estimation of tax or penalty for non-submission being wrongly imposed by the IRB.
Third year of assessment onwards: 30 days before the beginning of the basis period
|4.3||For companies (except SME) which first commence operations
Generally, SME refer to resident companies that has a paid-up capital in respect of ordinary shares of RM2.5mil and less
|Within 3 months from date of commencement of operations only if the basis period for that year is not less than 6 months|
|4.4||Submission of revised estimate of tax payable||You can submit the CP 204A to revise the estimate of tax payable in the sixth or/and ninth month of the basis period|
|4.5||Submission of income tax return
(must be prepared based on audited accounts w.e.f YA 2014)
|You must submit Form e-C within 7 months from the date following the close of its accounting period|
|5.0||Obligations under Goods and Services Tax (GST) Act|
|5.1||Registering for GST
Compulsory if annual sales turnover exceeding RM500,000 which can be determined based on either
Voluntary Registration is allowable but must remain in the system for at least 2 years.
Who must register
|Within 28 days from the end of the month where the taxable turnover exceed or expect to exceed RM500,000|
|5.2||Main Responsibilities of A GST Registered Person
A registered person must comply with the requirements under GST legislation as follows:
|5.3||Main Responsibilities of A Non-GST Registered Person
Reverse Charge for importation of services
A supplier who does not belong in Malaysia and supplies services to a customer in Malaysia does not have to charge GST. However, the customer who receives the services for the purpose of any business carried on by him is required to account for GST by a reverse charge mechanism.
When services are imported from outside Malaysia and supplied to a recipient in Malaysia, being taxable supplies if made in Malaysia, the recipient of the supply shall account and pay GST if such imported services are for the business purposes and consumed in Malaysia. He shall account for output tax on the portion of the services consumed in Malaysia. If the recipient is a taxable person, he is entitled to claim input tax on the services if the imported services are used for making taxable supplies.
If the recipient is not a taxable person, he is still required to account the GST as output tax and declare the tax in a prescribed form (Form GST-04). The tax has to be paid not later than the last day of the subsequent month from the month in which the payment of supply is made.
The time of supply of imported services is due when payment is made by the recipient of that service to the extent covered by the payment made.
A recipient does not need to issue any tax invoice when he receives an imported service. But for audit purpose, the recipient should keep the invoice he receives from the overseas supplier.
|Declare the tax in Form GST-04 and the tax has to be paid not later than the last day of the subsequent month from the month in which the payment of supply is made.|
There will be an audit exemption for certain companies under the new Companies Act 2016. The Companies Commission of Malaysia had recently issued the CONSULTATION PAPERS IN RELATION TO SUBSIDIARY LEGISLATIONS (COMPANIES ACT 2016 [Act 777]) for public consultation. We will update you once the Malaysian Company Audit Exemption is confirmed and in use.
If your company is exempted from audit, we, at 3E Accounting, will be able to support you fully on the compliance requirement. Should you need any audit services later, we can assist you to source for the affordable yet of good quality auditor so that you can devote your full energy to your business.
This Guide includes information obtained or derived from a variety of publicly available source. 3E Accounting has not sought to establish the reliability of these sources or verified such information. All such information is provided “as is” and 3E Accounting does not give any representation or warranty of any kind (whether expressed or implied) about the suitability, reliability, timeliness, completeness and accuracy of this publication. This publication is for general guidance only and shot not be construed as professional advice. Accordingly, it is not intended to form the basis of any decision and you are advised to seek specific professional advice on any transaction or matter that may be affected by this publication before making any decision or taking an actions.