What is different about the first-year audit of a new Sdn Bhd?
The first financial period can run up to 18 months from incorporation, the board appoints the first auditor, and there are no prior-year figures to compare. The auditor focuses on set-up transactions, share capital and opening position, so good records from day one matter.
Longer first period. Directors must prepare the first financial statements within 18 months of incorporation (section 248(1)(a)). The first financial year can therefore be longer than 12 months, depending on the year-end chosen.
Who appoints. The Board appoints the first auditor, at least 30 days before the end of the period for submitting the first financial statements to SSM (section 267(3)(a)). Members take over from the second year (section 267(4)).
What the auditor looks at
- share capital issued and paid up, and the supporting SSM records;
- pre-incorporation and set-up expenses;
- director and shareholder loans;
- bank accounts opened, deposits and licences;
- early contracts, fixed asset purchases and leases;
- accounting records kept from the first day (section 245).
Differences from later years
- no prior-year comparative figures;
- no prior auditor to speak to;
- less history to judge controls, so more direct testing.
Exemption check. A new company may qualify as dormant or by the size tests. The directive tests current and the past two years; it does not spell out how companies with less than three years of history are treated, so ask SSM or your auditor if unsure.
Tips
- Appoint early and agree a timetable.
- Keep bank statements, agreements and receipts for every start-up cost.
- Record director-paid expenses properly rather than leaving them undocumented.
Legal basis
- Companies Act 2016, ss.245, 248(1)(a), 267(3)(a)
Sources
- Companies Act 2016, section 248 - Directors shall prepare financial statements (annotated text)
- Companies Act 2016, section 267 - Appointment of auditors of private company (annotated text)
- Companies Act 2016, section 245 - Accounts to be kept (annotated text)
- SSM Practice Directive 10/2024: Qualifying Criteria for Audit Exemption (copy circulated by MAICSA)
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.
Related questions
- Does every Sdn Bhd in Malaysia need to be audited?Not every one, but audit is the default. Section 267(1) of the Companies Act 2016 requires a private company to appoint an auditor for each financial year, unless it qualifies for and elects the audit exemption set by SSM's Practice Directive 10/2024.
- What is audit exemption for private companies in Malaysia?Audit exemption lets an eligible private company choose not to appoint an auditor for a financial year. It rests on section 267(2) of the Companies Act 2016 and SSM Practice Directive 10/2024. The company still prepares and lodges unaudited financial statements.
- What are the audit exemption thresholds for a Sdn Bhd in 2026?For financial periods starting 1 January to 31 December 2026 (Phase 2), a private company must meet at least two of three tests: revenue up to RM2,000,000, total assets up to RM2,000,000, and no more than 20 employees. Each test covers the current and past two years.
- How do I check if my Sdn Bhd qualifies for audit exemption?Pass at least two of three tests (revenue, total assets, employees) for the current financial year and the past two, using the limits for the phase your period falls in. Also confirm you are not an excluded company type, such as a subsidiary of a public company.
- Is a dormant company exempt from audit in Malaysia?Yes, if it has been dormant since incorporation or was dormant in both the current and immediately preceding financial year. A company is dormant when it carries on no business and has no accounting transaction, ignoring payments it must legally make.

