Company Secretary in Malaysia: What Every Sdn Bhd Needs to Know
Section 235 of the Companies Act 2016 explained — mandatory vs optional company secretary services, the annual compliance calendar, common mistakes, and cost ranges.
Reading time: ~10 minutes. Audience: Malaysian Sdn Bhd directors and founders who need to understand their company secretary obligations. Skill level: beginner.
Every Malaysian company must have a company secretary. It’s not optional — Section 235 of the Companies Act 2016 requires it. Yet most founders treat the company secretary as a compliance formality rather than a strategic function. That’s a mistake.
A good company secretary keeps you compliant with SSM, prepares the resolutions your board needs, files your annual return on time, and flags regulatory changes before they become problems. A bad one (or none at all) exposes you to penalties, enforcement action, and — in severe cases — personal liability for directors.
This guide explains what a company secretary does, what the law requires, and how to get it right without overpaying.
Part 1: What the law requires
The appointment
Under Section 235 of the Companies Act 2016, every company must appoint at least one company secretary who is:
- A natural person (not a company)
- At least 18 years old
- A citizen or permanent resident of Malaysia
- A member of a prescribed body — Malaysian Institute of Accountants (MIA), Malaysian Institute of Chartered Secretaries and Administrators (MAICSA), or Malaysian Association of Company Secretaries (MACS) — or licensed by SSM under Section 241
The appointment must be made within 30 days of incorporation. If the position is vacant for more than 30 days, every director commits an offence and is liable to a fine of up to RM 50,000.
What happens if you don’t have one
- Offence under Section 235(2): Fine of up to RM 50,000 for every director
- SSM enforcement: SSM can issue a compound (fine) or prosecute
- Cannot file annual return: The annual return requires the company secretary’s signature
- Cannot change particulars: Changes of directors, address, and share structure require the secretary’s endorsement
- Risk of striking-off: Persistent non-compliance can lead to SSM striking off the company
Part 2: Mandatory vs optional services
Mandatory duties
These are the things your company secretary is legally required to do:
| Duty | Frequency | Consequence of non-compliance |
|---|---|---|
| File annual return with SSM | Annually (within 30 days of incorporation anniversary) | Late lodgement penalty (RM 50–5,000 depending on delay) |
| Maintain statutory registers (members, directors, charges, debentures) | Ongoing | Offence under Section 47; fine up to RM 50,000 |
| Record minutes of board meetings and general meetings | Every meeting | Minutes required to evidence board decisions |
| Ensure compliance with the Companies Act 2016 | Ongoing | Secretary is personally liable under Section 238 |
| File changes of particulars with SSM (directors, address, share capital) | Within 14–30 days of change | Late filing penalties |
Optional (but valuable) services
| Service | Why it matters |
|---|---|
| Board resolution drafting | Saves your directors time and ensures resolutions are legally valid |
| AGM/EGM preparation | Notices, agendas, proxy forms, and minutes |
| Share transfer and allotment processing | Required for investor rounds, employee share schemes, and restructuring |
| Registered office address | Saves you from maintaining a physical office purely for compliance |
| Companies Act advisory | Proactive alerts when regulatory changes affect your business |
| Striking-off and winding-up coordination | Proper closure saves directors from future personal liability |
Part 3: The annual compliance calendar
Here’s what a typical Sdn Bhd needs to do each year, and which tasks the company secretary handles:
| Month | Task | Who does it |
|---|---|---|
| Every month | Maintain statutory registers (if changes occur) | Company secretary |
| As needed | Prepare board/shareholder resolutions | Company secretary |
| Within 30 days of incorporation anniversary | File annual return with SSM | Company secretary |
| Before AGM | Prepare AGM notice, agenda, proxy form | Company secretary |
| At AGM | Present financial statements, appoint auditors, approve directors’ fees | Directors + secretary |
| After AGM | File AGM minutes, update registers | Company secretary |
| Within 14 days of any change | File change of directors, address, or secretary with SSM | Company secretary |
| Within 30 days of share allotment | File return of allotment with SSM | Company secretary |
The most critical deadline is the annual return — miss it and the penalties start accumulating immediately.
Part 4: Common mistakes
1. Not appointing a secretary after incorporation
Many founders incorporate their Sdn Bhd through a formation agent and assume the agent’s secretary appointment covers them indefinitely. It doesn’t — if the agent’s secretary resigns and you don’t appoint a replacement within 30 days, you’re in breach.
2. Using an unqualified person
Your uncle who “knows business” is not a qualified company secretary unless he’s a member of MIA, MAICSA, or MACS, or is licensed by SSM. Appointing an unqualified person is an offence.
3. Ignoring the annual return
The annual return is a simple form, but it has a hard deadline. Late filing triggers automatic penalties:
| Delay | Penalty (Sdn Bhd) |
|---|---|
| Up to 30 days | RM 50 |
| 31–60 days | RM 100 |
| 61–90 days | RM 250 |
| 91–180 days | RM 500 |
| 181–365 days | RM 1,000 |
| Over 1 year | RM 5,000 |
4. Not updating registers after changes
Every change of director, shareholder, address, or share capital must be recorded in the statutory registers AND filed with SSM. If your registers don’t match SSM’s records, your annual return will be rejected.
5. Losing the minute book
Board minutes are legal documents that evidence your company’s decisions. If you can’t produce them during an audit, tax investigation, or shareholder dispute, you have a serious problem. Your company secretary should maintain the minute book — physical or digital — and ensure it’s complete and up to date.
Part 5: Cost ranges
Company secretary fees in Malaysia are straightforward:
| Service | Typical fee |
|---|---|
| Annual retainer (single-entity Sdn Bhd) | RM 1,200–3,000/year |
| Registered office address | RM 600–1,500/year |
| Board resolution drafting | RM 100–300 per resolution |
| AGM/EGM preparation | RM 500–1,000 per meeting |
| Change of directors/address filing | RM 200–500 per filing |
| Share transfer processing | RM 300–800 per transfer |
| Striking-off application | RM 1,500–3,000 |
For most single-entity Sdn Bhd companies, the total annual cost is RM 2,000–4,000 including the retainer and a few resolutions. This is significantly less than the potential penalties for non-compliance.
Part 6: How IntBooks works with your company secretary
IntBooks‘s company secretary service handles all mandatory and optional duties for your Sdn Bhd. The key difference from a traditional secretary is the compliance calendar integration — every deadline is tracked inside IntBooks, with proactive reminders to directors via email and the IntBooks notification system.
What’s included:
- SSM annual return filing — prepared and filed on your behalf
- Statutory register maintenance — all registers stored digitally in a tamper-evident format
- Board and shareholder resolutions — drafted and circulated for digital approval
- Change of particulars — filed with SSM within 14 days of your instruction
- Registered office address — a KL address for statutory correspondence
- Compliance calendar — a 12-month calendar with automatic reminders for every deadline
The SME package covers a single-entity Sdn Bhd with up to 6 resolutions per year, AGM preparation, and a registered office address.
Next steps: Explore company secretary packages · Annual return glossary entry · View all professional services