This study investigates the compliance practice of privates companies on the submission of annual returns to Companies Commission of Malaysia (CCM). In Malaysia, all companies are required by the Companies Act 1965 to submit annual returns to CCM annually. Failure to do so may resulted the directors or company secretary to be penalized under the Act. However, there were many cases reported by CCm for non-submission or late submission of annual returns to CCM. Thousands of companies have been charged for non-compliance to submit the annual returns every year. Thus, this study is conducted based on the motivation of the above issues to identify the factors that leading to non-submission and late submission of annual return of private companies to CCM. It is hope that the results of the study can assist the CCM and company secretary especially to find solutions to reduce the above problem. In order to conduct this study, samples of 202 respondents of companies' secretarial firms from area of Klang Valley have been drawn out. Data was gathered through self-administered questionnaires. The independent variables in this study are administrative cost, communication, size of company, time frame, companies' secretarial services, role of directors, accounts not completed and accounts not audited. While the dependent variable for this study is the submission of annual returns to CCM which are non submission or late submission. Pearson Correlation analysis and regression analysis were used in order to measure all variables. The study found that out of 202 respondents, 51 percent of them (101 respondents) has problem in relation to non-submission and late submission of annual returns to CCM. This indicated that there were high percentages of cases on company failure to comply with the requirements of the CA 1965. Based on the regression results it was found that out of nine factors identified to be potential factors that leas to non-submission and late submission of annual return, only one independent variable has direct relationship with submission of annual returns. The variable is administrative cost. The other independent variables have no significant relationships to submission of annual returns.