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Malaysia: Annual General Meeting and Annual Returns

The law requires every company in Malaysia to hold its Annual General Meeting (AGM) and file its Annual Return.

Annual General Meeting

Holding of the First Annual General Meeting

Pursuant to the Companies Act 2016 (Act 777), every public company established in Malaysia hold its first Annual General Meeting within eighteen months of its incorporation.

Holding of Subsequent Annual General Meeting

Pursuant to the Companies Act 2016 (Act 777), s 340(1), every public company established in Malaysia shall hold its Annual General Meeting (AGM) once in every calendar year and not more than fifteen (15) months after the holding of the previous AGM. As long as the Company holds its first AGM within eighteen (18) months of its incorporation, it need not hold it in the year of its incorporation or in the following year.

On the other hand, the mandatory requirement for a private company to hold an AGM has been abolished under the Companies Act 2016 (Act 777).

Presentation of Audited Accounts at the AGM

The Board of Directors are to table the audited financial statements upon the AGM within eighteen (18) months from the date of incorporation of the Company or within six (6) months from the date of its financial year end, whichever comes first.

Non-Compliance

Failure to comply with any of the above sections will result in fines and penalties imposed by Companies Commission of Malaysia (SSM).

Filing of Annual Returns

A company is required to lodge its Annual Return for each calendar year not later than thirty (30) days from the anniversary of its incorporation date to Companies Commission of Malaysia (SSM).

Failure to do so is an offence and if convicted, the company and its directors will face penalties under sections 165 and 169 of the Companies Act 1965.

Audited Financial Statements

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 the SSM.

The following companies are eligible for audit exemption:

  • Dormant companies
  • Zero-revenue companies
  • Threshold-qualified companies

Companies qualifying for audit exemption can file a full set of unaudited financial statements in XBRL format along with a statement that the company is qualified for audit exemption and that the shareholders do not request for an audit that particular year.

Unaudited financial reports should be filed within 30 days of its circulation.