Dormant Business or Company

I've not been actively operating the business or company, what do I need?

Frequently Asked Questions

Is your company currently inactive? Here is what you need to know about maintaining a dormant company in Malaysia.

A company is considered dormant if no accounting transactions have occurred during a specific period, meaning no significant financial activity is recorded.

No — even dormant companies must lodge an Annual Return with SSM within thirty days of their incorporation anniversary.

Yes — directors are still required to prepare and circulate financial statements to shareholders, even if the company is inactive.

Yes — dormant companies are generally eligible for audit exemption under SSM Practice Directive PD10/2024 if they meet the 'dormant' criteria.

Yes — the requirement to have at least one ordinarily resident director remains mandatory regardless of company activity level.

Yes — every company must have a qualified company secretary at all times to manage statutory compliance.

Dormant companies must still fulfill tax registration and annual filing obligations with LHDN, though they may report no income.

Yes — a company must maintain a registered office in Malaysia where statutory records are kept and accessible for inspection.

Private companies are no longer strictly required to hold AGMs under the Companies Act 2016, but they must still circulate financial statements.

Yes — accurate statutory registers, minute books, and records of resolutions must be maintained at all times.

If a significant accounting transaction occurs, the company ceases to be dormant and must comply with full active-company requirements.

Yes — standard SSM lodgement fees apply for the submission of Annual Returns and other statutory notifications.

If the company is no longer intended for use, the directors can apply to SSM for striking off under Section 549 of the Companies Act 2016.

The status is typically reflected in the Annual Return and the nature of the financial statements lodged via MBRS.

Only if the company formally claims audit exemption. Otherwise, a dormant company is still technically required to appoint an auditor.

Yes — directors remain legally responsible for ensuring all statutory deadlines and compliance requirements are met.

Yes — however, bank charges or interest earned might be considered accounting transactions that affect the 'dormant' status definition.

Keeping it dormant allows owners to hold a specific company name or structure for future business without re-incorporating.

Usually no, as dormant companies do not meet the turnover threshold for mandatory SST registration.

Detailed requirements are found in the Companies Act 2016 and SSM Practice Directive No. 10/2024 regarding audit exemptions.
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