What are the penalties for late lodgement or late circulation of financial statements?
Late circulation under section 258 carries a fine up to RM50,000 plus RM500 a day after conviction. Late lodgement under section 259 carries a fine up to RM50,000 plus RM1,000 a day while it continues. SSM may extend lodgement if you apply before the deadline.
Circulation (section 258). The company and every officer who contravene the six-month circulation rule commit an offence, with a fine up to RM50,000, and for a continuing offence a further fine up to RM500 for each day after conviction.
Failure to send copies (section 257). Fine up to RM50,000.
Lodgement (section 259). Every officer who contravenes the duty to lodge within 30 days of circulation commits an offence: fine up to RM50,000, and for a continuing offence a further fine up to RM1,000 for each day.
Preparing accounts (section 248). A director who contravenes section 248, including the requirement that accounts be audited, faces a fine up to RM500,000, imprisonment up to one year, or both.
Exempt private company certificate (section 260). Fine up to RM20,000 plus RM1,000 a day.
What to do if late
- Apply to SSM for an extension before the lodgement period expires (section 259(2)). The Registrar decides.
- Lodge as soon as possible; continuing offences accrue daily after conviction.
- These are the statutory maximums. SSM also runs an e-Compound service for compounding some offences, so check its current notices.
Who is liable. "Officer" includes directors and certain managers, so directors are personally exposed.
Late lodgement is often caused by a late audit, so book your auditor early and set internal deadlines well ahead of the legal ones.
Legal basis
- Companies Act 2016, ss.248(3), 257(4), 258(3), 259(3), 260(3)
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.
Related questions
- How do the 2025 to 2027 phases for audit exemption work?Practice Directive 10/2024 raises the audit exemption limits in three steps, based on when the financial period starts: 2025, 2026, and 2027 onwards. The final limits are RM3,000,000 revenue, RM3,000,000 total assets and 30 employees, reached for periods starting from 1 January 2027.
- 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.
- Can shareholders or SSM force an audit-exempt company to be audited?Yes. An otherwise eligible company must audit if it receives written notice, no later than one month before its financial year ends, from members holding at least 5% of shares, at least 5% of voting members, or from the Registrar directing an audit.
- When must a new Sdn Bhd appoint its first auditor?The board must appoint the first auditor at least 30 days before the end of the period allowed for lodging the company's first financial statements with SSM. The first financial statements must be prepared within 18 months of incorporation.
- 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.