A Step-by-Step Guide to Filing Your Annual Return via SSM MBRS

Filing an Annual Return in Malaysia has evolved from a routine form submission into a structured digital compliance obligation. 

Since the rollout of MBRS 2.0 by Suruhanjaya Syarikat Malaysia, accuracy, timing, and system readiness now matter as much as legal awareness.

For directors and company secretaries, this shift means Annual Returns can no longer be treated as last-minute administrative work. 

This guide explains how MBRS works, how to file correctly, and where governance and liability risks often arise.

What Is an Annual Return and Why It Matters

An Annual Return is a statutory snapshot of a company’s particulars as at its incorporation anniversary. This includes:

• Directors
• Shareholders
• Registered office
• Share capital

“Under the Companies Act 2016, every company must lodge an Annual Return for each calendar year.” Mrs Lim, Senior Accountant from Accounting.my

The filing confirms who controls the company at that point in time. Because control information is considered time-sensitive, regulators enforce Annual Return deadlines strictly, even when other filings are still pending.

How to Submit the Annual Return via mPortal

Final lodgement is now completed through the MBRS 2.0 Portal (mPortal).

For Annual Returns, SSM expects filings to be prepared in XBRL using the latest MBRS Preparation Tool (mTool – currently version 2.2) or compatible XBRL software, then lodged online. 

The process typically involves:

• Uploading the XBRL instance file generated from mTool
• Digital signing by the Lodger using a valid PKI digital certificate linked to an active practising certificate under section 241 CA 2016
• Paying the statutory lodgement fee through mPortal’s online payment options (card / FPX)

Filing fees for Annual Returns (current SSM schedule):

• Private companies: RM150
• Public companies: RM500

Filing Deadline and Statutory Timeline

The Annual Return must be lodged within 30 days from the company’s incorporation anniversary.

This applies even if:

• Audited accounts are not finalised
• No changes occurred during the year

Annual Returns and Financial Statements are separate statutory obligations.

Penalties for Late or Non-Filing

Failure to lodge an Annual Return is an offence under the Companies Act 2016 and triggers escalating enforcement action.

• Late filing fees are imposed administratively by Suruhanjaya Syarikat Malaysia once the 30-day statutory window lapses.

   

• Statutory fines of up to RM50,000 may be imposed on the company and every officer in default under Section 68(9), Companies Act 2016, with additional daily default fines where applicable.

   

• Company strike-off risk arises where a company fails to lodge Annual Returns for three or more consecutive years and the Registrar initiates strike-off under section 68(8) read together with sections 549 and 550 of the Companies Act 2016.

In early 2026, SSM granted a temporary administrative waiver of late penalties during peak MBRS system congestion. This relief was discretionary and time-limited, not a change to the statutory obligations. 

Director Accountability and Personal Exposure

A common misconception is that Annual Returns are solely the company secretary’s responsibility. While secretaries handle preparation and lodgement, directors remain legally accountable for compliance.

Directors should be aware that:

• Enforcement action is often taken against individual directors, not just the company
• Repeated late filings weaken the company’s compliance profile with regulators and banks
• Strike-off actions can affect future directorships, financing, and licensing

In practice, the Annual Return is a board-level compliance obligation, not a clerical task.

How Annual Return Filing Changed Under MBRS 2.0

MBRS 2.0 replaced paper and PDF filings with structured, machine-readable submissions.

Traditional Filing vs MBRS 2.0

This allows instant validation but also means errors are rejected immediately.

Understanding the MBRS Roles: Maker vs Lodger

MBRS separates preparation from legal submission.

• Maker prepares and validates data in mTool. This can be internal staff or external support.
• Lodger submits and digitally signs the filing. This role is typically performed by the licensed company secretary.

Only the Lodger can legally complete the submission.

Practical MBRS Controls for Company Secretaries

Experienced company secretaries treat MBRS filings as a controlled workflow rather than a filing-day task.

Common best practices include:

• Locking incorporation anniversary dates into a compliance calendar at least 60 days ahead
• Reviewing MyCoID records annually, not only during filing season
• Renewing PKI certificates early to avoid last-minute submission failure
• Maintaining clear version control when multiple Makers are involved

These controls reduce rejection risk and last-minute escalation.

How to Prepare the Annual Return Using mTool 2.2

The MBRS Preparation Tool (mTool) is an Excel-based application provided by SSM to prepare Annual Return data in XBRL format. 

As at early 2026, SSM’s MBRS page distributes mTool version 2.2, and users are expected to keep to the latest version so that validations align with the current MBRS 2.0 taxonomy.

Preparation steps include:

• Downloading the latest mTool version from the SSM portal
• Selecting the Annual Return template
• Using “Download from MyCoID” to populate existing company data
• Verifying and updating directors, shareholders, addresses, and business nature

The most common rejection occurs when the anniversary date entered does not match the incorporation date recorded in the SSM database. Always verify against the Certificate of Incorporation before validation.

How to Validate and Generate the XBRL File

Once data entry is complete, the Maker runs validation against the SSM taxonomy.

• Errors such as missing NRICs or incomplete shareholding structures are flagged clearly
• A successful validation produces a “Clean” status
• The system then generates the XBRL instance document

The generated file should not be renamed or modified, as the upload process relies on system-generated naming conventions.

When Filing Should Be Paused and Escalated

There are situations where proceeding with filing may create greater risk than filing late.

Directors and secretaries should pause and escalate if:

• Shareholding disputes are unresolved
• Director appointments or resignations are pending but not yet lodged
• Incorporation or anniversary dates appear inconsistent in SSM records

Submitting inaccurate control information can trigger regulatory issues that are harder to correct later.

Questions Directors Should Ask Themselves

If any of the following are unclear, risk already exists for annual returns:

• When exactly is our incorporation anniversary date?
• Has our MyCoID data been reviewed this year?
• Is our PKI certificate active and tested?
• Who checks the XBRL validation before submission?
• Would I personally be comfortable defending this filing if questioned?

Uncertainty here is usually what pushes directors to seek help.

Treating the Annual Return as a Governance Checkpoint

Handled properly, the Annual Return becomes a preventive control rather than a reactive compliance exercise. 

When done poorly or left too late, it often turns into a personal risk for directors and a costly distraction for management, which you can ill-afford.

At Accounting.my, we help directors and companies take the uncertainty out of statutory compliance. Beyond filing, we support businesses with:

• Annual Return preparation and MBRS 2.0 lodgement support
• Company secretarial coordination and statutory compliance tracking
• Accounting and bookkeeping aligned with SSM and audit requirements
• Financial statement preparation and audit readiness support
• Director advisory on compliance risks, deadlines, and governance controls
• Ongoing compliance monitoring to prevent late filings and strike-off exposure

If you prefer certainty over last-minute escalation, work with us and let our accounting services handle the paper work for you.

Source:

• Suruhanjaya Syarikat Malaysia (SSM) – Annual Submission (Companies)
  Overview of annual return requirements, 30-day deadline from incorporation anniversary.
• Companies Act 2016 (Act 777) – Official Reprint
  Primary legislation for sections 68, 241, 549 and 550 (annual returns, secretary practising certificate, strike-off).
• MBRS 2.0 – SSM MBRS Service Page
  Main landing page for MBRS 2.0, including mPortal, mTool downloads and MBRS updates.
• MBRS Preparation Tool (mTool) v2 – Installation Guide
  Confirms Excel-based tool, .NET Framework 4.8 requirement and basic setup.
• “Overview of MBRS v2” – SSM Slide Deck (Annual Dialogue)
  High-level explanation of MBRS 2.0, filing flow, rectification options and transition timeline.
• “Step to use MBRS” – User Roles & Process
  Explains Maker vs Lodger roles, practising certificate requirement and PKI usage.
• Table of Fees – Companies (ROC)
  Official fee schedule confirming RM150 (private) and RM500 (public) annual return filing fees.
• “Company Directors’ Responsibilities” Booklet – SSM
  Plain-language summary of directors’ duties, including annual return obligations and penalty ranges.
• MBRS FAQs – SSM
  Clarifies Maker/Lodger roles, PKI, validation behaviour and other common MBRS 2.0 questions.