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Does a dormant company still need accounts and filings?

Yes. A dormant company must still keep records, prepare financial statements, lodge them and the annual return with SSM, and file tax returns. It may be exempt from audit under SSM Practice Directive 10/2024. Consider striking off if it has no future.

A company is generally considered dormant when it has no accounting transactions during the period, apart from limited items such as filing fees. Dormancy does not suspend its legal existence.

Still required

  • Accounting records under section 245, even if they show no activity
  • Financial statements, a directors' report and directors' statements
  • Lodging with SSM and the annual return, on time
  • Tax filing with LHDN as long as the company is registered for tax
  • Maintaining the registered office and company secretary

Possible relief

  • Under SSM Practice Directive 10/2024, a company dormant since incorporation, or dormant in both the current and the immediately preceding financial year, remains exempt from audit. Dormant means it carries on no business and has no accounting transaction, ignoring payments the law requires it to make and the cost of complying
  • Dormant public companies, subsidiaries of public companies and foreign companies are not exempt
  • In the annual return, state the nature of business as registered; the directors' report can say the company carried on no business during the year

Costs of staying dormant

Company secretary, SSM fees and accounting fees continue yearly, so a company with no purpose is expensive to hold.

Options

  1. Keep it, with minimal compliance
  2. Strike it off or wind up when it is clean of liabilities
  3. Reactivate it, bringing the books up to date first

Compare the yearly cost against the value of keeping the company name or licence.

  • Companies Act 2016, s.245
  • SSM Practice Directive 10/2024, paras 10-12

Sources

Applies to 2026 · Last reviewed 29 October 2026

General information for business owners, not legal, tax or professional advice. Rules change, so check the sources or ask a licensed professional before you act.

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    Does a dormant company still need accounts and filings? | OCTIS