When does a company lose its audit exemption?
When it stops meeting the criteria (for example, it passes only one of the three tests, or stops being dormant), it is no longer exempt for future years but stays exempt for the years in which it did qualify. A 5% member notice or a Registrar direction can also require an audit.
Failing the criteria. Paragraph 13 of Practice Directive 10/2024 says that when a company ceases to qualify it ceases to be exempted, but remains exempted for the accounts of the years in which it did qualify. SSM's FAQ repeats this: eligibility is lost for future financial years while earlier exempt years stand.
How it typically happens
- Two of the three tests are failed in a year. Because tests cover the current and two prior years, one strong year can keep a company out for up to three years, until the high year drops out of the window.
- A dormant company starts trading or records accounting transactions, so it is no longer dormant.
- The company becomes a subsidiary of a public company, or otherwise becomes an excluded type.
- A phase limit is lower than the company's size (for example, Phase 1 limits in 2025).
Other ways to be required to audit
- A written notice from 5% of shareholders or members, or a direction from the Registrar, under paragraph 14.
What to do when the exemption ends
- Appoint an auditor in time (see the first-auditor and reappointment questions).
- Expect opening balances to need checking by the new auditor, since the prior year was unaudited.
- Plan before year-end, not after: SSM expects companies to reassess eligibility every year.
Legal basis
- SSM Practice Directive 10/2024, paras 13-14
Sources
Applies to Financial periods commencing on or after 1 January 2025 (thresholds phased 2025-2027) · 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.

