Whether a specific exemption or simplified route applies to your company depends on its precise financial and legal status. Confirm your company's classification with your company secretary or SSM before assuming a filing obligation does or does not apply.
Company size does not remove the obligation
Being a small or medium-sized enterprise does not exempt a company from MBRS filing requirements. Every company incorporated under the Companies Act 2016 — public or private — generally has Annual Return and Financial Statement obligations regardless of turnover or headcount. What size can affect is which reporting standard applies (Malaysian Private Entity Reporting Standards, MPERS, generally applies to most private companies) and whether the company qualifies for audit exemption — which is a separate question from whether it needs to file at all.
Dormant companies still have obligations
A company with no active trading activity is not automatically excused from statutory filing. Dormant companies are generally still expected to lodge Annual Returns with SSM, and where financial statements are required, dormant or zero-revenue companies typically still lodge them — usually in unaudited form, if they meet the relevant audit exemption criteria, rather than being excused from lodging altogether.
This surprises many first-time or shell company directors, who reasonably assume that "nothing happened this year" means "nothing to file." In practice, the filing obligation is tied to the company's continued legal existence and registration, not to its trading activity.
What actually changes for a small or dormant company
| Still required | Potentially simplified or exempted |
|---|---|
| Annual Return, generally regardless of size or activity | Full audit of financial statements, if audit exemption criteria are met |
| Some form of financial statement lodgement in most cases | Full XBRL financial statement, if an EA2 exemption for Key Financial Indicators is approved |
| Use of the MBRS platform (mTool, mPortal) for lodgement | Complexity of the data being tagged — a dormant company's figures are typically far simpler to prepare |
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Audit exemption is not filing exemption
It is worth separating two ideas that often get merged in conversation: being exempt from audit (not needing a licensed auditor to sign off the accounts) is different from being exempt from filing (not needing to lodge anything with SSM at all). A company can qualify for audit exemption under SSM's criteria — commonly available to dormant, zero-revenue, or small-threshold companies — and still be required to lodge unaudited financial statements through MBRS within the standard timeframe.
Small size and dormancy can simplify what a company files and whether it needs an audit — they very rarely remove the underlying obligation to file something, through MBRS, on time.
What to check for a small or dormant company
- Confirm whether the company meets SSM's specific audit exemption criteria — this is a defined test, not a general size impression.
- If audit-exempt, confirm what unaudited financial statement, if any, still needs to be lodged through MBRS.
- Check whether an EA2 exemption application (Key Financial Indicators only) is worth pursuing for your situation — see our exemption applications guide.
- Do not skip the Annual Return simply because the company was inactive during the year.