Every company in Malaysia must appoint a company secretary within 30 days of incorporation. The rule comes from the Companies Act 2016. It applies to every company, from a one-person Sdn Bhd to a dormant holding company.
The secretary keeps your company's statutory records in order and files every change with the Companies Commission of Malaysia (SSM). Beyond the filings, they certify the documents that banks and regulators ask for, from board resolutions to copies of the constitution.
This guide explains what the role covers, who can hold it, and how to appoint or replace one.
What Is a Company Secretary in Malaysia?
A company secretary is a corporate officer whose job is to keep the company compliant with the Companies Act 2016. The board appoints them, and SSM records them as an officer of the company. From that point on, they are personally accountable for the filings they make.
The role belongs to a licensed individual, not a firm. So if you engage a corporate secretarial firm, one named person on their staff becomes your company secretary, and their practising certificate number appears on your filings. The firm provides the office, the systems, and cover when that person is away. The legal responsibility, though, stays with the individual.
In most foreign-owned companies, the secretary's office also serves as the registered office. That is where the statutory registers are kept and where SSM sends its correspondence.
Who Can Be a Company Secretary in Malaysia?
Section 235 of the Companies Act 2016 sets four conditions. The secretary must:
- Be a natural person aged 18 or above
- Be a Malaysian citizen or permanent resident
- Ordinarily reside in Malaysia
- Be a member of a professional body listed in the Fourth Schedule, or hold a secretary's licence from SSM under Section 20G of the Companies Commission of Malaysia Act 2001
The Fourth Schedule bodies are the Malaysian Institute of Chartered Secretaries and Administrators (MAICSA), the Malaysian Association of Company Secretaries (MACS), the Malaysian Institute of Accountants (MIA), the Malaysian Institute of Certified Public Accountants (MICPA), the Malaysian Bar, the Sabah Law Association, and the Advocates' Association of Sarawak.
Since 15 March 2019, qualification alone is not enough. Under Section 241, the secretary must also hold a current practising certificate, which SSM issues through its e-Secretary system. Acting without one is an offence, with a penalty of up to RM 50,000, up to three years in prison, or both.
A person is disqualified under Section 238 if they are an undischarged bankrupt or have been convicted of an offence involving fraud or dishonesty.
Can a Foreign Owner Be Their Own Company Secretary?
No. The residency condition in Section 235 applies to the individual, so a foreign shareholder or director cannot hold the role, whatever their qualifications at home.
This is separate from the director residency rule. A Sdn Bhd also needs at least one director who ordinarily resides in Malaysia, but having one does not satisfy the secretary requirement. The two roles are filled by different people, and often by different providers.
In practice, a foreign-owned company engages a licensed Malaysian secretary through a corporate secretarial firm. The firm provides the named individual, the registered office, and cover, so the company is compliant from the day it is incorporated.
What Does a Company Secretary Do?
The duties fall into four groups.
Statutory filings with SSM
- Lodge the annual return each year
- Lodge the financial statements through MBRS
- Notify SSM of changes to directors, secretaries, shareholders, share capital, and the registered office
- Maintain and update the beneficial ownership register, and lodge beneficial ownership information with SSM
Registers and records
- Keep the register of members, register of directors and secretaries, and minute books
- Hold the company constitution and the common seal, where the company uses one
- Retain resolutions, contracts, and filed documents for inspection
Board and shareholder decisions
- Draft and circulate board resolutions and written shareholder resolutions
- Prepare notices and minutes for any meetings the company holds
- Advise directors on what the Companies Act 2016 and the constitution require before a decision is made
Documents for third parties
- Certify company documents for banks, immigration, and other authorities
- Draft the board resolution a bank needs to open a corporate account
- Prepare the paperwork behind share transfers, capital increases, and director changes so that each one is documented before it is filed
What a company secretary does not do
The secretary is not your accountant, tax agent, or lawyer. Bookkeeping, corporate tax filings with LHDN, SST returns, and legal advice all sit outside the role. Some firms bundle these services with the secretarial retainer, but they remain separate engagements. The secretary's statutory duty covers the Companies Act only.
How to Appoint a Company Secretary
- Choose the secretary. For a new company, this happens before incorporation. The secretary usually files the incorporation documents and provides the registered office.
- Pass a board resolution. The board appoints the secretary and sets the terms under Section 236.
- Obtain the secretary's written consent. Under Section 236(3), the secretary confirms in writing that they qualify, are not disqualified, and agree to act. The consent records their membership or licence number and their practising certificate details.
- Notify SSM. The appointment is lodged through MyCoID within 14 days under Section 58. Some practitioners still call this "Form 49", after the equivalent form under the old Companies Act 1965.
Missing the 30-day deadline is an offence under Section 236. The company and every officer in default face a fine of up to RM 50,000.
Emerhub acts as company secretary for foreign-owned Sdn Bhds from incorporation onward. See our company secretary page for details.
Company Secretary Responsibilities: Filings and Deadlines
Once appointed, the secretary takes over a fixed set of deadlines under the Companies Act 2016. These are the filings every Sdn Bhd owes, and the secretary is the person who lodges them.
| Obligation | Deadline | Companies Act 2016 |
|---|---|---|
| Appoint a company secretary | Within 30 days of incorporation | Section 236 |
| Notify SSM of a new or departing secretary | Within 14 days | Section 58 |
| Annual return | Within 30 days of the incorporation anniversary | Section 68 |
| Circulate financial statements to members | Within six months of the financial year end | Section 258 |
| Lodge financial statements with SSM | Within 30 days of circulation | Section 259 (an exempt private company may lodge an EPC certificate instead, under Section 260) |
| Changes to directors, shareholders, share capital, or registered office | Within 14 days | Section 58 and related provisions |
| Beneficial ownership information | Lodged with SSM, and updated within 14 days of any change | Section 60B |
Two points catch foreign owners out. First, a private company does not need to hold an annual general meeting, but it must still circulate and lodge its financial statements on the same timetable. Second, the annual return runs on the incorporation anniversary rather than the financial year end, so the two deadlines fall at different points in the year.
Beneficial ownership reporting is the newest item on the list. Since 1 April 2024, every company must identify the individuals who ultimately own or control it, keep a register of them, and lodge the information with SSM. Where the company is owned through a foreign holding structure, this means tracing the chain up to the named individuals at the top. The secretary is responsible for the filing.
Changing or Removing a Company Secretary in Malaysia
A secretary can resign by giving written notice to the board. This is covered by Section 237. Where they are the company's only secretary, the resignation takes effect 30 days after the notice, which gives the board time to appoint a replacement. The board, in turn, can remove a secretary at any time under Section 239.
In rare cases, the secretary cannot reach any of the directors. They can then lodge a notice of intention to vacate the office with SSM, together with proof that the directors could not be contacted, such as returned courier notices. They cease to be secretary 30 days after that notice.
Whether the secretary resigns or is removed, the company cannot go without one for more than 30 days. This limit is set by Section 240. The safest approach is to appoint the replacement before the current secretary leaves.
Three things need to move at the switch:
- Statutory records. The register of members, register of directors and secretaries, minute books, resolutions, the constitution, and the common seal if there is one
- The registered office. If the outgoing secretary's office was your registered office, the new address must be lodged with SSM at the same time
- System access. MBRS login details and any compliance platform the outgoing firm used
Ask the new secretary to review the last two years of filings during the handover. Missed annual returns and unlodged changes usually surface at this point, and they are cheaper to fix before the first new filing than after.
In-House or Outsourced?
A company can employ its own secretary or engage a corporate secretarial firm.
Most foreign-owned Sdn Bhds outsource, for three reasons. The secretary must be a Malaysian resident with a practising certificate, which narrows the hiring pool. One company rarely has enough work to justify a salary. And a firm provides cover when the appointed secretary is away.
| In-house secretary | Outsourced secretary | |
|---|---|---|
| Suits | Groups with several Malaysian entities, listed companies | Single Sdn Bhds, foreign-owned subsidiaries, holding companies |
| Cost | Full salary plus practising certificate renewal and training | Annual retainer; transactions such as share allotments quoted separately |
| Registered office | The company's own premises | Usually the firm's office |
| Cover | None unless a second secretary is appointed | Provided by the firm |
Retainers for a single Sdn Bhd with routine activity typically run from RM [X] to RM [Y] a year. Complex share structures, frequent transactions, and group reporting cost more.
Choosing a Company Secretary: What to Check
- Practising certificate. Ask for a copy of the certificate and check the expiry date. Certificates are valid for one year when first issued and up to three years on renewal
- MBRS filing. Financial statements must be lodged in MBRS format; the firm should handle the conversion
- Registered office. Confirm whether the address is included and what happens to it if you leave
- Response time. Bank KYC, immigration applications, and share transfers all wait on certified documents. Ask how quickly they turn these around
- Handover terms. Check the notice period and whether records and system access transfer without a fee
- Beneficial ownership experience. For companies owned through foreign entities, ask how they trace and file the ownership chain
Appoint a Qualified Company Secretary with Emerhub
Emerhub provides company secretarial services to foreign-owned businesses across Malaysia. Our team in Kuala Lumpur can appoint a licensed company secretary for your Sdn Bhd, whether you are incorporating a new company or replacing your current secretary.
From there, your secretary keeps your statutory records up to date and makes sure every filing reaches SSM on time.
Contact us to appoint a company secretary for your company in Malaysia.
Frequently asked questions
Does a dormant company still need a company secretary?
Yes. The requirement applies to every company registered under the Companies Act 2016, whether or not it is trading. A dormant company still files an annual return and financial statements, and the secretary lodges both.
Can one company secretary serve several companies?
Yes. There is no cap on the number of companies a licensed secretary can act for, which is how corporate secretarial firms operate. What matters is that each appointment is lodged with SSM and each company's deadlines are tracked.
Can a company have more than one secretary?
Yes. The Companies Act 2016 requires at least one, and a company can appoint more. Larger companies do this for cover. A single Sdn Bhd rarely needs it if the secretary works through a firm.
Can a company secretary also be a director or shareholder?
A secretary can hold shares in the company. They can also be a director. There is one restriction under Section 242. Some acts must be signed by a director and a secretary. One person cannot sign in both roles. A company with only one director therefore needs a separate secretary for those acts.
What is beneficial ownership reporting?
Since 1 April 2024, every company must identify the individuals who ultimately own or control it. The company keeps a beneficial ownership register under Section 60B and lodges the information with SSM through its e-BOS system. The secretary maintains the register and lodges any change within 14 days. If the company is owned through foreign holding companies, the chain is traced up to the individuals at the top.
Is the secretary liable if the company files late?
Both can be. Late filings are compoundable offences, and the penalty can fall on the company, its directors, and the secretary. The secretary's duty is to lodge on time, while the directors' duty is to give the secretary what they need, such as approved financial statements.
How much does a company secretary cost in Malaysia?
Outsourced retainers for a single Sdn Bhd with routine activity typically run from RM 400 to RM 6,000 a year. The retainer covers the named secretary, the annual return, register maintenance, and routine SSM correspondence. Share allotments, capital changes, and restructuring are quoted separately. An in-house secretary costs a full salary. That only makes sense for companies with several entities or heavy transaction volume.