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AGM, Annual Returns and Accounts

Annual General Meeting (Beginning from 31 January 2017, all private companies are no longer required to hold annual general meetings. Instead all decisions of private companies can be fully made through circular resolutions.)

The Annual General Meeting (AGM) of a Company shall be held once in every calendar year and not more than fifteen months after the holding of the last preceding annual general meeting, but as long as a company holds its first AGM within 18 months of its incorporation, it need not hold it in the year of its incorporation or in the following year.


Annual Returns

The CA 2016 requires all companies to lodge the annual return based on the anniversary of the incorporation of a company The annual return must include:

  1. the information of the Company
  2. Shareholding Information
  3. Charges Information
  4. Directors and Shareholder Information
  5. Company Secretary Information
  6. Auditor Information

For an exempt private company which is solvent, the attachment of the audited accounts may be substituted by a certificate signed by a director, a company secretary and auditor stating that:

  1. the company is an exempt private company;
  2. the audited accounts in compliance with the provisions of the CA, has been tabled in the company’s AGM; and
  3. the company is able to meet it liabilities as and when they fall due as at the date of the audited profit and loss account.

The certificate must either be in Bahasa Malaysia or English and if it is in any other languages, the translation in Bahasa Malaysia or English must be provided.

An exempt private company is a private company having not more than 20 members, none of whom are corporations having direct or indirect interest in its shares.

The lodgement fee for an annual return is as follows:

  • a public company - RM500.00.
  • any other company - RM150.00.



The CA 2016 requires every company and the directors and managers thereof to keep such accounting and other records that would enable true and fair profit and loss accounts and balance sheets to be prepared from time to time. These accounts must be prepared in accordance with the approved accounting standards.

For the company’s first accounts, it must be laid within 18 months after its incorporation. Subsequently, within six months of its financial year end.

The accounts shall include:

  • a profit and loss account;
  • a balance sheet;
  • a directors’ report;
  • an auditors’ report;
  • accompanying notes and statements to the accounts; and
  • group accounts (if applicable).

The audited accounts must be certified by a director or a manager or a company secretary to be a true copy of such documents. The audited accounts lodged must either be in Bahasa Malaysia or English.