What happens when an auditor resigns from a Sdn Bhd?
The auditor gives written notice to the company's registered office, and resignation takes effect after 21 days or a later date stated. The company must send a copy of the notice to SSM within seven days, and the auditor must also send the statement of circumstances to SSM.
Giving notice (section 281). An auditor resigns by written notice delivered to the company at its registered office. The term of office ends 21 days after notice is given, or on a later date the notice specifies.
What the company must do
- Send a copy of the notice to the Registrar (SSM) within seven days of receiving it (section 282). The company and each officer commit an offence if they fail to.
- Fill the casual vacancy. The Board may appoint a replacement (section 267(3)(b)), or members can by ordinary resolution if the board does not.
- Appoint the replacement only once consent is in writing and the person is approved and independent (section 264).
What the auditor must do (section 284). Within seven days, send SSM a copy of their statement of circumstances connected with the resignation. If the company's securities are quoted on a stock exchange, a copy goes to the exchange too.
Replacement by written resolution. If a private company appoints the replacement by written resolution, the outgoing auditor can submit a statement within 14 days (section 279).
Timing risk. If the resignation comes close to a lodgement deadline, apply for an extension from SSM before the deadline expires (section 259(2)); a new auditor needs time.
Tip. Ask the outgoing auditor to confirm in writing that records and files are handed back, and plan the handover with the incoming auditor.
Legal basis
- Companies Act 2016, ss.281-282
- Companies Act 2016, s.284
- Companies Act 2016, s.267(3)(b)
- Companies Act 2016, s.279
Sources
- Companies Act 2016, section 281 - Resignation of auditor (annotated text)
- Companies Act 2016, section 282 - Notice of resignation to Registrar (annotated text)
- Companies Act 2016, section 284 - Duty to inform upon cessation of office (annotated text)
- Companies Act 2016, section 267 - Appointment of auditors of private company (annotated text)
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
- How can shareholders remove a company's auditor?Members can remove an auditor at any time by ordinary resolution at a general meeting, on special notice. The company must send the notice to the auditor and SSM, the auditor may make written representations, and the company must tell SSM within 14 days of the resolution.
- How do I change auditors for my Sdn Bhd?Pick the new auditor, who must contact the existing one for professional clearance, then replace the old auditor by resolution (members) or fill the vacancy (board). Notify SSM of removal within 14 days or resignation within seven. A written resolution replacing an auditor needs 28 days.
- What is a professional clearance letter when changing auditors?It is a written request from the incoming auditor to the existing auditor, asking whether there is any professional reason not to accept the appointment. It comes from professional ethics rules, based on the international Code that MIA's By-Laws follow, not from the Companies Act.
- 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.