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.
Steps
- Choose a qualified replacement. Check approved company auditor status and independence (section 264).
- Professional clearance. The incoming auditor normally asks the existing auditor for clearance before accepting (see the clearance question).
- Decide the route
- At the normal appointment time: members simply appoint someone else by ordinary resolution during the appointment period (section 267(4)).
- During the term: remove the auditor by ordinary resolution on special notice (sections 276-277), or wait for resignation (section 281).
- Written resolution option. A private company may appoint the replacement by written resolution. The proposal goes to the new and outgoing auditor, the outgoing auditor has 14 days to send a statement, and the circulation period extends from 21 to 28 days (section 279).
- Written consent from the new auditor before appointment (section 264(5)).
- Notify SSM within 14 days of a removal resolution, or within seven days of receiving a resignation (sections 278, 282).
- Fix the fee by members' ordinary resolution or as they decide (section 274).
- Hand over. The outgoing auditor passes information as permitted; the new auditor audits opening balances.
Timing. Switch early in the financial year, not after year-end, so the new auditor can plan stock counts and confirmations.
Legal basis
- Companies Act 2016, ss.264, 267, 274, 276-279, 281-282
Sources
- Companies Act 2016, section 267 - Appointment of auditors of private company (annotated text)
- Companies Act 2016, section 276 - Resolution to remove auditor (annotated text)
- Companies Act 2016, section 279 - Appointing an auditor by written resolution (annotated text)
- Companies Act 2016, section 264 - Company auditors (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.
- 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.
- 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.