Guide to Appointing a Company Secretary in Malaysia

Appointing a company secretary is a crucial step for any business looking to establish itself in Malaysia. This guide will walk you through the process of appointing a company secretary, the responsibilities associated with the role, and the importance of selecting the right individual in this position for your company.

What is the Role of a Company Secretary in Malaysia

Core Responsibilities of a Company Secretary

A company secretary is not just a formality; it is mandatory for company registration in many jurisdictions in Malaysia. They are responsible for ensuring that your business complies with all statutory and regulatory requirements. This position is crucial for maintaining a vital link between your board of directors, shareholders, and regulatory authorities. 

Below you’ll find the core responsibilities associated with the position:

• Compliance Management – ensures that all statutory requirements are met, including timely filing of annual returns and financial statements.
• Document Preparation – drafting and filing necessary documents such as resolutions and meeting minutes.
• Advisory Role – guiding the board on governance practices and legal obligations. Company secretaries help ensure that directors understand their responsibilities under the law.
• Meeting Management – responsible for organizing board meetings and general meetings. This includes preparing agendas, distributing materials, taking minutes, and ensuring that meetings comply with legal requirements.

Eligibility Criteria of a Company Secretary in Malaysia

The Companies Act 2016 governs the appointment and functions of company secretaries in Malaysia under the Companies Commission of Malaysia (SSM). Before you appoint a company secretary, they must meet specific requirements:

• The secretary must be an individual (not a corporate entity).
• Must be at least 18 years old.
• Must be a Malaysian citizen or permanent resident residing in Malaysia.
• Must be a member of one of the professional bodies recognized by the Ministry of Domestic Trade, Cooperative and Consumerism including:
  • Malaysian Association of Company Secretaries (MACS)
  • Malaysian Institute of Chartered Secretaries and Administrators (MAICSA)
  • Malaysian Institute of Certified Public Accountants (MICPA)
  • Malaysian Bar
  • Malaysian Institute of Accountants (MIA)
• Must not have been convicted of any crime or declared bankrupt.

Finding qualified candidates for the role can be challenging due to the high demand for skilled professionals in this field. Furthermore, the fees associated with hiring a company secretary can vary based on experience and service scope. If you don’t already have a company secretary, we can help outsource one to ensure that your company complies with local regulations. 

How to appoint a company secretary in Malaysia for your company

Appointment Procedure for a Company Secretary in Malaysia

A company secretary is necessary for company registration in Malaysia to ensure legal compliance with statutory and regulatory requirements. You should appoint a company secretary within the time of registration or shortly thereafter since details of the secretary need to be included in the company’s official records as well. 

To ensure that your company meets all the necessary requirements for business registration, Emerhub can help you with the appointment process:

1. Board Resolution – The appointment must be made by the Board of Directors through a formal resolution. This resolution should outline the terms and conditions of the appointment. 
2. Timeline for Appointment – The first Company Secretary must be appointed within 30 days from the date of incorporation of the company. If the position is left vacant beyond this period, the company may face penalties, including fines up to RM50,000 (~USD 11,200).
3. Documentation – After selecting a candidate, necessary documentation must be prepared and submitted to the relevant authorities, including:
   • Written consent from the appointed secretary.
   • Identification documents and qualifications.
   • Notification to the Companies Commission of Malaysia (SSM) regarding the appointment.

Changing a Company Secretary

If your company needs to change its current company secretary due to performance issues or other reasons, the new secretary should ideally start their role immediately after the previous secretary’s resignation date to ensure continuity.

Remember, your company’s Board must first resolve to terminate the existing secretary’s services and appoint a new secretary within 30 days of termination. Similar to initial appointments, relevant documents must be prepared for submission to the SSM. 

How to Start a Company in Malaysia

As part of our company registration process, Emerhub can assist you in finding the right company secretary for your new company in Malaysia. We can guide you through the company registration process and ensure you meet all necessary requirements, including having at least one shareholder and one director as well as capital requirements, and other permits and/or licenses. 

In addition to the company secretary, you’ll need a registered business address in Malaysia. Emerhub can provide virtual addresses for offshore companies, ensuring you have everything in place for a smooth registration process. With our expertise, we make it easier for you to navigate the complexities of setting up your business effectively.

Start your new company in Malaysia with Emerhub today! Fill the form below and get in touch with one of our local compliance experts.