How is the auditor reappointed each year in a private company?
Members appoint the auditor by ordinary resolution during the 30 days before the lodgement deadline for the previous year's accounts. If no one is appointed, the sitting auditor is usually deemed reappointed, unless members object or the constitution requires actual reappointment.
Normal route (section 267(4)(a) and (6)). In years after the first accounts, members appoint an auditor by ordinary resolution during "the period for appointing auditors". That is the 30 days before the end of the period allowed for lodging the previous year's financial statements, or, if lodged earlier, the 30 days before the actual lodgement date.
Written resolution. A private company can do this by written resolution rather than a meeting.
Term of office (section 269). An auditor holds office on the terms of appointment and ceases office 30 days after circulation of the financial statements unless reappointed.
Deemed reappointment (section 269(3)). If the office falls vacant this way and members appoint no one, the previous auditor is deemed reappointed, unless:
- the auditor was appointed by the Board;
- the constitution requires actual reappointment;
- members holding at least 5% of voting rights gave notice that the auditor should not be reappointed (section 270, notice received at least 30 days before circulating the accounts); or
- members resolved not to reappoint.
Fees. Members fix the remuneration of an auditor they appoint, by ordinary resolution or another way they decide (section 274).
If the company wants to switch auditors, see the changing-auditor question.
Legal basis
- Companies Act 2016, s.267(4),(6)
- Companies Act 2016, s.269
- Companies Act 2016, s.270
- Companies Act 2016, s.274
Sources
- Companies Act 2016, section 267 - Appointment of auditors of private company (annotated text)
- Companies Act 2016, section 269 - Term of office of auditors of private company (annotated text)
- Companies Act 2016, section 270 - Prevention of deemed re-appointment (annotated text)
- Companies Act 2016, section 274 - Fixing of auditor's remuneration (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
- What must an audit-exempt company still lodge with SSM?It must lodge unaudited financial statements, the directors' report, statement by directors, statutory declaration and a director-signed exemption certificate, within 30 days of circulating the accounts to members. Accounts must follow approved accounting standards.
- How long does a Malaysian statutory audit take?The law sets no audit duration, only the end deadlines: accounts must be circulated within six months of year-end and lodged within 30 days after. How long fieldwork takes depends on company size, record quality and how fast you respond.
- What are the deadlines to circulate and lodge financial statements for a Sdn Bhd?A private company must prepare and circulate its financial statements to members within six months of its financial year-end, then lodge them with SSM within 30 days of circulation. The first accounts may cover up to 18 months from incorporation.
- Does a Sdn Bhd have to hold an annual general meeting (AGM)?Under the Companies Act 2016, the AGM requirement in section 340 is written for public companies. A private company circulates its financial statements to members within six months of year-end and is not required by that section to hold an AGM, unless its constitution says otherwise.
- 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.