Starting and maintaining a business in Malaysia involves adhering to various legal requirements, especially if your business is structured as a private limited company, known as Sdn. Bhd. (Sendirian Berhad).
The Companies Commission of Malaysia, or Suruhanjaya Syarikat Malaysia (SSM), oversees these regulations and the Companies Act 2016 (“the Act”). Ensuring compliance with SSM is crucial for the smooth operation and growth of your business.
This comprehensive guide outlines the key compliance requirements and highlights the importance of having a trusted company secretary to support your business.
Key Compliance Requirements for Sdn. Bhd.
- Post Incorporation
- Appointment of a Qualified Company Secretary: Within 30 days from incorporation, a company shall appoint its first secretary. (Section 236(2) of the Act)
- Filing Annual Return
- Submission Deadline: Every Sdn. Bhd. must file its annual return with SSM within 30 days from the anniversary of its incorporation date. However, this requirement is not applicable to a company in the calendar year which it is incorporated. (Section 68(1) of the Act)
- Submitting Financial Statements and Reports
- Circulation and Lodgement of Financial Statements: Every Sdn. Bhd. is required to prepare, approve, and circulate financial statements and reports within six months from its financial year end. Within 30 days after circulated, every Sdn. Bhd. is required to lodge the Audited Financial Statements with the assistance of a company secretary. (Section 258(1)(a) & 259(1)(a) of the Act)
- Maintaining Statutory Registers
- Maintaining Registers: Sdn. Bhd. must maintain various statutory registers, including registers of members, directors, and secretaries, beneficial owners, as well as charges and substantial shareholders. (Section 50, 57, 59 and 60 of the Act)
- Accessibility: These registers must be kept at the registered office and made available for inspection by SSM and stakeholders when required. (Section 48 of the Act)
- Notifying Changes and Updates
- Notifying SSM: Any changes in the company’s particulars, such as the appointment or resignation of directors or company secretary, changes in registered office address, or amendments to the company’s constitution, must be notified to SSM within the stipulated timeframe. (Section 51, 58, 32(4) and other applicable sections of the Act)
- Timely Filing: Timely filing of these updates ensures that the company’s records are current and accurate.
The above outlined the importance of adhering to SSM regulations for your Sdn. Bhd. However, a professionally-qualified company secretary goes beyond just ensuring compliance. They act as a strategic partner, offering a range of benefits to support your business growth.
(A) Strategic Support:
Facilitating Deals and Negotiations: Company secretary can assist with facilitate and assist in negotiating complex business transactions like mergers and acquisitions, joint ventures, and fundraising. Their understanding of legal and regulatory frameworks ensures sound decision-making.
(B) Additional Services with Tax Expertise:
Tax Benefits for Your Company: At POSH Corporate, we are not only company secretary but also possess tax agent license. This combined qualifications allows us to advise on maximising tax benefits available to a Sdn. Bhd., including helping you to explore tax incentives and identify potential tax deductions.
Exploring Business Structures: We can analyze your business model and recommend the most tax-efficient structure, considering factors like ownership, liability, and future growth plans.
Our combined expertise in company secretarial services and tax allows us to provide customized solutions for complex business challenges. Whether it’s restructuring, succession planning, or navigating regulatory hurdles, we have the knowledge and experience to guide you through.
Conclusion
Navigating the compliance landscape for an Sdn. Bhd. in Malaysia involves a series of meticulous steps and adherence to various regulations set by SSM. A trusted company secretary with good services is indispensable in ensuring that your business remains compliant, well-governed, and poised for growth.
Partner with us, POSH Corporate, you can focus on building and expanding your business, confident that your compliance needs are expertly managed.
Schedule a meeting with us today to learn more about how we can support your business.
