Question 1

What defines a dormant company in Malaysia?

Accepted Answer

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

Question 2

Are dormant companies exempt from filing Annual Returns?

Accepted Answer

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

Question 3

Must a dormant company still prepare financial statements?

Accepted Answer

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

Question 4

Can a dormant company qualify for audit exemption?

Accepted Answer

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

Question 5

Do dormant companies still need a resident director?

Accepted Answer

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

Question 6

Is a company secretary required for a dormant company?

Accepted Answer

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

Question 7

What are the tax filing obligations for dormant companies?

Accepted Answer

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

Question 8

Must a dormant company maintain a registered office address?

Accepted Answer

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

Question 9

Can a dormant company hold an Annual General Meeting (AGM)?

Accepted Answer

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

Question 10

Does a dormant company still need to keep statutory registers?

Accepted Answer

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

Question 11

What happens if a dormant company starts a transaction?

Accepted Answer

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

Question 12

Are there SSM fees for filing returns for dormant companies?

Accepted Answer

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

Question 13

Can a dormant company be struck off the register?

Accepted Answer

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.

Question 14

How is 'dormant' status reported to SSM?

Accepted Answer

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

Question 15

Does dormant status remove the need for an auditor?

Accepted Answer

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

Question 16

Are directors of dormant companies still liable for penalties?

Accepted Answer

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

Question 17

Can a dormant company maintain a bank account?

Accepted Answer

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

Question 18

What is the benefit of keeping a company dormant rather than closing it?

Accepted Answer

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

Question 19

Do dormant companies need to register for SST?

Accepted Answer

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

Question 20

Where can I find official SSM guidance on dormant companies?

Accepted Answer

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

Dormant Company Bookkeeping & Compliance in Malaysia

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