What Is a Company Secretary in Malaysia? (Guide for Business Owners)

What Is a Company Secretary in Malaysia?

When you start a Sendirian Berhad (Sdn Bhd) in Malaysia, one of the first compliance requirements is to appoint a Company Secretary. Many new business owners may not realise this—but the company secretary is not a clerical role. It is a statutory position regulated under the Companies Act 2016, and it plays a major part in keeping your business compliant.

This guide explains who a company secretary is, what they do, and why your company must appoint one—especially if you want to avoid penalties and ensure smooth corporate governance.

Who Is a Company Secretary in Malaysia?

A Company Secretary is a licensed professional responsible for ensuring your company complies with Malaysian corporate laws and SSM regulations.

They act as:

• The company’s compliance officer
• An adviser to directors on legal obligations
• The main liaison between your company and SSM

Every Sdn Bhd must appoint a qualified company secretary within 30 days of incorporation.

Legal Requirement: Is a Company Secretary Mandatory in Malaysia?

Yes. Under Section 236 of the Companies Act 2016, all Sdn Bhds must appoint at least one qualified Company Secretary.

To be qualified, the secretary must:

• Be a Malaysian citizen or PR
• Be at least 18 years old
• Hold a valid SSM license (LS No.)
• OR be a member of a recognised professional body (e.g., MAICSA, MIA, Bar, ACCA)
• OR pass SSM’s Company Secretary Qualifying Examination

This ensures that only competent and trained individuals can act as company secretaries.

What Does a Company Secretary Do? (Core Responsibilities)

A company secretary ensures your company meets all compliance requirements. Their work covers documentation, governance, advisory, and communication.

A. Statutory Filing with SSM

• Annual Return submission
• Lodge changes in directors or shareholders
• File resolutions and statutory documents
• Monitor compliance deadlines

B. Corporate Governance Support

• Advise directors on legal responsibilities
• Ensure the company follows the Companies Act 2016
• Assist with compliance during decision-making

C. Maintaining Company Records

• Register of Members
• Register of Directors
• Register of Charges
• Minutes of meetings

D. Managing Resolutions & Meetings

• Prepare board meeting agendas
• Draft resolutions
• Record minutes
• Coordinate shareholder approvals

E. Handling Company Updates

• Share transfer or issuance
• Change of company name
• Change of address (registered & business)
• Changes in directors
• Share allotment or restructuring

F. Liaison with Authorities

The company secretary deals with:

• SSM
• Banks for account openings
• LHDN (tax-related updates)
• EPF, SOCSO, HRD (if applicable)

Why Your Business Needs a Competent Company Secretary

A company secretary is not just a formality—they directly impact your company’s compliance.

Benefits of appointing a competent secretary:

• Avoid penalties due to late filing
• Ensure your statutory records are always updated
• Receive proper guidance on corporate governance
• Maintain smooth operations
• Reduce risks during audits or due diligence
• Faster response for documents and resolutions

For SMEs and growing businesses, a knowledgeable secretary is essential to avoid problems with SSM.

Changing Your Company Secretary in Malaysia

You are allowed to change your company secretary anytime.
Common reasons include:

• Slow response time
• High fees
• Inconsistent service
• Lack of advisory support
• Unclear document processes

A change of secretary is straightforward and can be done through a board resolution.

How to Choose the Right Company Secretary

Here’s what you should look for:

• Licensed and experienced (especially with SMEs)
• Transparent fees
• Fast response time
• Good knowledge of corporate governance
• Ability to handle restructuring and advisory matters
• Offers additional support (e.g., accounting, licensing, compliance)

A reliable company secretary becomes your long-term compliance partner.

A Company Secretary in Malaysia plays a crucial role in ensuring your Sdn Bhd remains compliant with the Companies Act 2016. From statutory filings to advising directors and maintaining records, they help protect your business from fines, delays, and unnecessary risk.

Whether you are incorporating a new Sdn Bhd or considering switching to a more reliable corporate secretary, understanding this role helps you make informed decisions for your company’s compliance and long-term success.