A Sdn Bhd circulates its financial statements by sending a copy to every member, every person entitled to notice of general meetings, every auditor and any debenture holder who asks, within six months of its financial year end. The copy may be hard copy or electronic. The date it goes out starts the 30-day clock for lodging with SSM.
Key takeaways
- The recipient list is wider than the share register. Section 257(1) of the Companies Act 2016 reaches “every person who is entitled to receive notice of general meetings”.
- Email is allowed. Section 612(1) permits “hard copy”, “electronic form”, or another agreed method — and section 612(4) makes that subject to the constitution.
- Circulation, not year end, starts the filing clock. A private company lodges “within thirty days from the financial statements and reports are circulated to its members”.
- Section 258(1a), inserted by the Companies (Amendment) Act 2024 and in force since 1 April 2024, puts the Registrar’s power to extend the six-month circulation period expressly in the Act.
- Circulation also ends the auditor’s term. Under section 269(1)(b) the auditor “ceases to hold office thirty days from the circulation of the financial statements to the members” unless re-appointed.
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Who must be sent a copy of a Sdn Bhd’s financial statements?
Section 257(1) of the Companies Act 2016 says every company shall send a copy of its financial statements and reports for each financial year to every member, every person entitled to receive notice of general meetings, every auditor, and every debenture holder who requests one. Copies go to the last known address given to the company.
| Who gets a copy | Basis | In practice |
|---|---|---|
| Every member | s.257(1)(a) | The register of members on the day you circulate |
| Every person entitled to notice of general meetings | s.257(1)(b) | Not always a shareholder — check the constitution |
| Every auditor | s.257(1)(c) | A statutory recipient, not a courtesy copy |
| Every debenture holder | s.257(1)(d) | On request to the company |
Missing someone is recoverable but not free: a member or debenture holder who was missed can request a copy and must “be furnished with such copies without charge”. Contravening section 257 is an offence by the company and every officer, with a fine of up to RM50,000. The annual cycle around it is in our guide to company secretarial compliance in Malaysia.
Can a Sdn Bhd circulate its financial statements by email?
Usually yes. Section 612(1) of the Companies Act 2016 allows communication with members on the supply of documents to be in hard copy, in electronic form, or by other methods agreed between them. An electronic copy is valid if addressed to the member at the last known address provided for that purpose.
Section 612(3)(b) turns on the words “provided for that purpose”, which the Act does not define. In practice, an address a member once used to email the finance team is not enough; one given for receiving company documents is.
The constitution decides the rest. Section 612(4) applies “subject to the constitution”, leaving the company to “determine the manner and procedures to be adopted”. Read it first, then choose the channel.
By when must a Sdn Bhd circulate, and is an AGM needed first?
Within six months of its financial year end, under section 258(1)(a). No annual general meeting is needed: section 340(1) requires only a public company to hold an AGM, and SSM says the same in its Companies Act FAQ. A Sdn Bhd’s deadline runs from its year end, never from a meeting date.
“The requirement to hold annual general meeting is only applicable to public companies.”
— Companies Commission of Malaysia, Companies Act 2016 FAQ (Part L)
A public company circulates at least twenty-one days before its annual general meeting, so its clock hangs off a meeting; a Sdn Bhd’s does not.
What must happen first is fixed too. Section 248(2) requires the statements to be duly audited before they go to members under section 257; section 267(2) is what lets the Registrar exempt a private company from appointing an auditor at all, a separate question set out in our guide to audit exemption for a Sdn Bhd. Section 251(1) adds two more: Board approval, and a statutory declaration by a director.
The first year has a wrinkle. Directors prepare the first statements within eighteen months of incorporation, and SSM confirms these “may be circulated beyond the 18-month period” provided circulation still falls within six months of the financial year end. The sequence is in what to do after incorporating a Sdn Bhd.
What deadlines start when a Sdn Bhd circulates its financial statements?
Two statutory clocks, both thirty days, both starting on the date of circulation rather than the financial year end. The first is lodgement with SSM. The second is the auditor’s term: under section 269(1)(b) of the Companies Act 2016 an auditor of a private company ceases to hold office thirty days from circulation unless re-appointed.
| Clock | Length | Runs from | Basis |
|---|---|---|---|
| Circulation to members | Six months | Financial year end | s.258(1)(a) |
| Lodgement with the Registrar through MBRS | Thirty days | The date of circulation | s.259(1)(a) |
| Auditor’s term of office | Thirty days | The date of circulation | s.269(1)(b) |
A lapsed auditor’s office rarely causes a crisis: where it falls vacant and members appoint nobody, the sitting auditor “shall be deemed to be re-appointed, unless” one of four exceptions applies. It matters when you are changing auditors. Filing deadlines and penalties are in our guide to the SSM annual return deadline for a Sdn Bhd.
Can the six-month circulation deadline be extended?
Yes. The Companies (Amendment) Act 2024 inserted section 258(1a), under which the Registrar may extend a private company’s circulation period if the company applies before the six-month period expires. SSM was already administering circulation extensions under Practice Note 3/2018; the amendment states that power in the Act itself. Section 259(2) does the same for lodgement.
The Companies (Amendment) Act 2024 came into operation on 1 April 2024 with four exceptions, none of them section 258, so the power has been live since. SSM’s practice note covers circulation, not just lodgement, at RM100 per application.
“in event the circulation of financial statements and reports cannot be made within the specified time, the company is required to submit the EOT application at least seven (7) days before the last day of circulation period”
Both provisions require the application before expiry, so missing the window ends the option. Late circulation is then an offence carrying a fine of up to RM50,000, plus up to RM500 for each day it continues after conviction.
How should a Sdn Bhd evidence that circulation happened?
The Companies Act 2016 prescribes no form of proof, but it decides what you must be able to show: the date the copies went out, the address used for each recipient, and the ability to furnish a further copy free on request. Both thirty-day clocks run from that date.
- Record the date of circulation. Lodgement under section 259(1)(a) and the auditor’s term under section 269(1)(b) both run from it.
- Record the address used for each recipient. Section 257(2) requires the last known address provided to the company; section 612(3)(b), for an electronic copy, the address provided for that purpose.
- Keep the list wide. Section 257(1)(b) reaches every person entitled to notice of general meetings, not only members.
- Be ready to furnish a free copy. Section 257(3) gives a member or debenture holder who was missed the right to copies without charge, on request.
The directors’ duties underneath all of this are set out in our Companies Act 2016 compliance guide for Sdn Bhd.
Frequently asked questions
Does a Sdn Bhd have to hold an AGM before circulating its financial statements?
No. Section 340(1) of the Companies Act 2016 requires every public company to hold an annual general meeting in every calendar year, and SSM states that “the requirement to hold annual general meeting is only applicable to public companies”. A private company circulates within six months of its year end regardless.
A shareholder says they never received a copy. What now?
Send one. Section 257(3) provides that a member or debenture holder to whom copies have not been sent shall, on request being made to the company, be furnished with such copies without charge. Section 257(2) requires copies to go to the last known address provided to the company.
When does the 30-day SSM lodgement deadline start?
On the date of circulation, not on the financial year end. Section 259(1)(a) requires a private company to lodge within thirty days from the date the financial statements and reports are circulated to its members under section 258. An exempt private company may instead lodge a status certificate.
PT Corporate Services acts as the named company secretary for Sdn Bhd clients from Kota Damansara, Petaling Jaya, handling circulation, the statutory registers and the SSM filings that follow. This is general information, not legal advice. Message us on WhatsApp at +6017 646 5338, Monday to Friday, 9:00am to 6:00pm.
Sources
- Companies Act 2016 (Act 777), SSM updated reprint — ss.248, 257, 258, 259, 269, 340, 612.
- Companies Act 2016 (Act 777), SSM published text — ss.259(2) and 260(1).
- Companies (Amendment) Act 2024 (Act A1701) — section 6, inserting s.258(1a).
- Skrine, The Companies (Amendment) Act 2024 — Part 1 — commencement on 1 April 2024 and the deferred provisions.
- SSM, Companies Act 2016 FAQ, Part L — AGMs and the first set of financial statements.
- SSM Practice Note 3/2018 — extension of time: the seven-day rule and the RM100 fee.