Malaysians incorporating their first Sdn Bhd learn of the odd-sounding role called ‘Company Secretary’ – colloquially referred to as a ‘CoSec‘.
At surface level, business owners are taught that the Company Secretary is a mandatory hire who advises directors on matters of statutory compliance and deals with SSM on behalf of the company.
While true, we believe owners would appreciate a deeper examination of a CoSec’s duties.
And so, in this post we explain one of a Company Secretary’s main tasks: filing annual submissions.
By the way, this post is part of a series covering the duties of a Company Secretary, see also:
1. Keeping minutes and drafting resolutions
What are Annual Submissions?
For Malaysian private limited companies, Annual Submissions are compulsory documents that must be filled every year with the Companies Commission of Malaysia (SSM), and which consists of Annual Returns and Audited Financial Statements.
| Type of Document | Explanation | Deadline |
|---|---|---|
| Annual Returns | Key company details such as business activities, location, registered office, share structure, as well as details of key stakeholders including directors, Company Secretaries, and shareholders. | Within 30 days from the anniversary of incorporation. |
| Audited Financial Statements | Key company finances including balance sheets, cash flow statement, and income statements, all of which must be signed off by a certified external auditor. | Within 30 days of being circulated to shareholders. |
These submissions are mandatory, and failure to observe them exposes the company to punishment.
What if a company doesn’t file Annual Submissions?
We hope you had a profitable year, because you’re going to pay some fines!
According to Section 68 of the Companies Act 2016, directors and Company Secretaries of companies that fail to submit Annual Returns can be fined up to RM50,000 and a further RM1,000 for every day of continued non-compliance.
Audited Financial Statements are covered by Section 259 of the Act and carries an identical penalty.
Just in case a RM50,000 fine doesn’t sound that bad, SSM can also strike off a company that fails to submit Annual Returns for three or more consecutive years.
That’s right, they can Thanos you right out of existence – so make sure you file Annual Submissions on time.
Where your CoSec comes in
By now, you have a good grasp of what constitutes a company’s Annual Submissions.
You also probably agree it’s a good idea to file your Annual Submissions within the allotted deadline.
And now you, owner of newly incorporated Sdn Bhd, would like to file your Annual Submissions.
The problem is you can’t!
Only a Company Secretary has the authority to file them online via SSM’s online portal.
Why only Company Secretaries file submissions
It’s a little something called ‘duty of care’.
Rather than tell you, let us show you.
These are SSM’s current guidelines for Annual Submissions:
Be honest – you didn’t even read the whole list, did you?
Your CoSec needed to learn that list inside out before they could start working!
SSM needs to keep tabs on companies across the country, which requires standardisation of reporting.
Because Company Secretaries have a baseline level of knowledge, SSM can reasonably expect that reporting is done to their standards – Company Secretaries can be held to a certain duty of care.
Business owners, meanwhile, come from all walks of life and can’t be realistically held to that same level.
So, SSM’s solution is simple:
- The business owner focuses on running their business well
- The CoSec focuses on reporting how well the business is running to SSM
- Keep doing it forever
- The end
And they all lived compliantly ever after!
If you’d like to dive deeper into Annual Submissions, including submission costs, check out SSM’s official page on the topic.
Hope this helps, and be sure to check out the other entries in this series!
Let MISHU be your Digital CoSec
Consider appointing MISHU’s Company Secretaries as your guide to total compliance. We’re friendly, digital-first, and deliver professional services at affordable prices.