“Emily, my company was registered years ago. The business is running normally. Why does my company secretary still need me to sign documents every year?”

This is one of the common questions we receive from business owners.

Many people think that once the Sdn Bhd is successfully registered with SSM, the job is finished.

Actually, company registration is only the beginning.

Think of your Sdn Bhd like a car.

Buying the car is one thing.

But every year, you still need to renew the road tax, maintain the car and make sure everything is in order.

A company is similar.

After incorporation, there are ongoing company compliance requirements that need to be taken care of every year.

Let me explain it in a simple way.

1. Every Year, SSM Wants to Know: “Is Your Company Still Active?”

One of the main yearly requirements is the Annual Return.

In simple terms, the Annual Return is like telling SSM:

“Yes, this company is still here, and these are the current details of the company.”

The company secretary will normally check information such as:

• Who are the directors?
• Who are the shareholders?
• What is the shareholding?
• What is the company’s registered office?
• What is the company’s share capital?
• Who is the company secretary?
• What is the company’s business information?

If there have been changes, the company information should be updated accordingly.

So, Annual Return is not simply another form to submit.

It is an annual check that the company’s information recorded with SSM is still correct.

2. “But My Company Has No Business. Do I Still Need to Do It?”

This is another very common question.

A client may tell us:

“My company has not done any business for two years. There is no sales, no staff and no profit. Can I just leave the company alone?”

Usually, the answer is no.

Being dormant does not automatically mean the company has no compliance obligations.

Even if there is no business activity, the company may still need to maintain its company records, file its Annual Return and deal with its financial statements and tax obligations, depending on its circumstances.

This is why we always tell clients:

No business does not necessarily mean no compliance.

3. What About the Company’s Accounts?

Then comes another question:

“I have already submitted my Annual Return. Is that all?”

Not necessarily.

The company also needs to deal with its financial statements.

The financial statements show what happened financially during the financial year — for example:

• How much the company earned;
• What expenses it had;
• What assets it owned;
• What liabilities it had; and
• Whether the company made a profit or loss.

Depending on the company’s circumstances, the financial statements may need to be audited.

Some companies may qualify for audit exemption under the applicable requirements.

So, don’t simply assume:

“Small company = no audit.”

The company should check whether it actually qualifies.

4. Annual Return and Accounts Are Not the Same Thing

This is something many business owners misunderstand.

They may say:

“My secretary already filed my Annual Return. Why are you asking me about the accounts?”

Because they are two different things.

Think of it this way:

Annual Return = Who is the company and what are its current details?

Financial Statements = What happened financially during the year?

Both are important, although the exact filing requirements and deadlines depend on the company’s circumstances.

5. What If My Director or Shareholder Changed?

Imagine this situation.

Last year, your company had two directors.

This year, one director resigned and another person was appointed.

Or perhaps one shareholder transferred his shares to another family member.

You cannot simply keep the information unchanged until next year.

The appropriate corporate documents and SSM filings need to be dealt with when the change happens.

This is one reason why having a company secretary is important.

We help make sure that the company’s statutory records and SSM information are properly updated.

6. “What Is This Beneficial Ownership Thing?”

Another area that business owners hear about nowadays is Beneficial Ownership (BO).

In simple language, BO is about identifying the real individual who ultimately owns or controls the company.

For example, the person whose name appears on a document may not always be the person who ultimately controls or benefits from the company.

Companies therefore need to consider their beneficial ownership obligations and keep the relevant information updated when there are changes.

If you are not sure whether your company’s BO information is properly updated, this is something you should discuss with your company secretary.

7. What If Nothing Has Changed?

Sometimes a client says:

“Emily, nothing has changed. Same directors, same shareholders, same address, same business.”

That’s good.

But it does not necessarily mean there is nothing to do.

The company still has its regular annual compliance requirements.

It is similar to saying:

“I didn’t change my house, so I don’t need to pay the electricity bill.” 😄

No changes to the company simply means there may be fewer changes to report.

It does not automatically remove the company’s annual obligations.

8. Don’t Forget Tax

This is where company owners sometimes get confused.

A company secretary deals mainly with company secretarial and SSM matters.

Your accountant or tax agent normally handles the company’s accounting and tax matters.

For example, there may be requirements relating to:

• Corporate income tax;
• Tax returns;
• Tax instalments;
• Payroll-related matters;
• E-Invoice; and
• Other LHDN requirements.

So, your company has different compliance areas.

SSM compliance is one part. Tax compliance is another part.

Your company secretary and tax agent may need to work together, but they are not doing the same job.

9. What Happens If I Ignore Everything?

This is the part that business owners sometimes only think about when there is already a problem.

A company may accumulate:

• Late filings;
• Outstanding documents;
• SSM compounds or penalties;
• Incomplete statutory records;
• Outdated director or shareholder information; or
• Tax compliance issues.

Then, when the owner suddenly wants to sell the company, change shareholders, close the company, apply for a bank facility or strike off the company, the old problems come back.

That is why we always say:

It is much easier to maintain a company properly every year than to clean up several years of problems later.

10. A Simple Way to Remember Your Sdn Bhd Compliance

You don’t need to be a company secretary to understand it.

Just remember these few things:

Every year:

• Check the company’s Annual Return requirement.
• Deal with the company’s financial statements.
• Check whether audit is required or whether the company qualifies for audit exemption.
• Make sure directors and shareholders information is correct.
• Keep Beneficial Ownership information updated where required.
• Keep the company’s statutory records properly maintained.
• Check with your accountant or tax agent regarding tax compliance.

Whenever something changes:

• Director changes
• Shareholder changes
• Share transfer
• Change of registered office
• Change of share capital
• Beneficial ownership changes
• Other corporate changes

Don’t wait until the end of the year if the law requires an earlier filing.

Your Company Secretary Is Not Only for Company Registration

When people hear “company secretary”, many think:

“The person who registers my Sdn Bhd.”

Actually, company secretarial work continues after incorporation.

At Hoo Secretarial Services, we assist existing Sdn Bhd companies with their ongoing corporate secretarial matters, including:

• Annual Return filing
• SSM statutory filings
• Director and shareholder changes
• Share transfers
• Beneficial Ownership matters
• Company resolutions
• MBRS/XBRL filing
• Dormant company compliance
• Company strike-off matters
• Other corporate secretarial matters

So if you already have a Sdn Bhd and are not sure:

“Is my company compliance up to date?”

You can check with your company secretary.

It is better to find out before there is a problem, rather than when you urgently need to close the company, change shareholders or deal with SSM.

Looking for a Company Secretary in Klang?

Hoo Secretarial Services is based in Bandar Botanic, Klang, and assists Sdn Bhd owners in Klang and surrounding areas with ongoing company secretarial and SSM matters.

Hoo Secretarial Services
32-1, Jalan Jasmin 1, Bandar Botanic
41200 Klang, Selangor

Office: 03-3319 9130
WhatsApp: 013-931 9130
Email: hoosecs@gmail.com

Hoo Secretarial Services — Not just registering your company, but helping you keep it properly maintained.