Company Secretary in Malaysia: What Every Sdn Bhd Needs to Know

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 at least one. Many founders treat the secretary as a formality, but a good one keeps you compliant with SSM, prepares the resolutions your board needs, and lodges your filings on time.

This guide explains what the law requires, what a company secretary does, and how to keep on top of the deadlines.

Part 1: What the law requires

Who can be a company secretary?

Under Companies Act 2016, s.235, every company must have at least one secretary who is:

1. A natural person, not a company
2. At least 18 years old
3. A citizen or permanent resident of Malaysia, ordinarily resident in Malaysia
4. Qualified: either a member of a body listed in the Act’s Fourth Schedule, or licensed by SSM under s.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 Institute of Accountants;
   • the Malaysian Bar;
   • the Malaysian Association of Company Secretaries;
   • the Malaysian Institute of Certified Public Accountants;
   • the Sabah Law Society;
   • the Advocates Association of Sarawak.

A qualified person must also register with the Registrar before acting as a secretary (s.241).

When must you appoint one?

The first secretary must be appointed within 30 days of incorporation (s.236(2)). After that, the office must never be vacant for more than 30 days at a time (s.240).

What happens if you don’t have one?

• It is an offence. A company and every director who breach s.235 or s.236 commit an offence. Where no specific penalty is set, the general penalty for an individual is a fine of up to RM50,000, up to three years’ imprisonment, or both (s.588).
• Your filings fall behind. Changes of directors, registered office and share capital all have short lodgement deadlines (see Part 3), and a secretary normally handles them.

Part 2: What a company secretary does

Statutory duties

Duty	When	Law
Lodge the annual return with SSM	Within 30 days of each anniversary of incorporation	s.68(1)
Keep the statutory registers and minutes at the registered office	Ongoing	s.47
Notify SSM of changes to directors, managers or secretaries	Within 14 days	s.58
Notify SSM of a change of registered office address	Within 14 days	s.46(3)
Lodge a return of allotment after issuing shares	Within 14 days	s.78(1)
Help circulate the financial statements to members (private company)	Within 6 months of the financial year end	s.258(1)(a)
Lodge the financial statements with SSM (private company)	Within 30 days of circulation	s.259(1)(a)

Optional (but valuable) services

Service	Why it matters
Board resolution drafting	Saves your directors time and helps make sure resolutions are valid
General meeting preparation	Notices, agendas, proxy forms and minutes, when you hold a meeting
Share transfer and allotment processing	Needed for investor rounds, employee share schemes and restructuring
Registered office address	Every company must have a registered office in Malaysia that is open to the public during business hours (s.46); some secretarial firms provide one
Companies Act advisory	Alerts when regulatory changes affect your business
Striking-off and winding-up coordination	A proper closure protects directors from later problems

Part 3: The annual compliance calendar

This is what a typical Sdn Bhd needs to do each year, and which tasks the company secretary handles:

When	Task	Who does it
Whenever changes occur	Update the statutory registers	Company secretary
As needed	Prepare board and shareholder resolutions	Company secretary
Within 30 days of each incorporation anniversary	Lodge the annual return with SSM	Company secretary (signed by a director or the secretary)
Within 6 months of financial year end	Circulate the financial statements to members	Directors + secretary
Within 30 days of circulation	Lodge the financial statements with SSM	Company secretary
Within 14 days of any change	Notify SSM of a change of directors, secretary or registered office	Company secretary
Within 14 days of a share allotment	Lodge the return of allotment with SSM	Company secretary

Does a Sdn Bhd need to hold an AGM?

No, not under the Act. The duty to hold an annual general meeting in s.340 applies only to public companies. SSM confirms this also covers a private company that is a subsidiary of a listed company (SSM FAQ Part L, Q1). A private company circulates its financial statements to members instead, and passes resolutions in writing or at a general meeting when needed. Check your constitution, which may require meetings of its own.

Part 4: Common mistakes

1. Letting the secretary position lapse

Many founders incorporate through a formation agent and assume the agent’s secretary will stay on indefinitely. If that secretary resigns, the office must not stay vacant for more than 30 days (s.240). Appoint a replacement promptly.

2. Using an unqualified person

A relative who “knows business” is not a qualified company secretary. They need membership of a Fourth Schedule body, or an SSM licence, and registration with the Registrar. Appointing someone who doesn’t qualify breaches s.236(3).

3. Ignoring the annual return

The annual return is a simple form with a hard deadline. Not lodging it is an offence. The fine is up to RM50,000, plus up to RM1,000 a day while the offence continues (s.68(9)). SSM can strike off a company that fails to lodge annual returns for three or more consecutive years (s.68(8)). SSM also charges a late lodgement fee; check the current rates on SSM’s fee schedule before you lodge late.

4. Not updating registers after changes

Every change of director, shareholder, address or share capital must be recorded in the registers and, where the Act requires it, notified to SSM. If your registers don’t match SSM’s records, you’ll have to sort it out before your next filing.

5. Losing the minute book

Board minutes and members’ resolutions are legal records of your company’s decisions, and must be kept at the registered office (s.47). If you can’t produce them in an audit, a tax investigation or a shareholder dispute, you have a serious problem. Your company secretary should keep the minute book, physical or digital, complete and up to date.

Part 5: What does a company secretary cost?

Fees vary with the firm, the number of filings and resolutions you need, and whether a registered office address is included. Most secretarial firms charge an annual retainer, plus fees per filing or per resolution beyond what the retainer covers.

Ask for a written fee schedule that lists:

• what the retainer covers;
• what each extra filing costs;
• whether SSM’s own lodgement fees are passed through at cost.

Compare at least two or three firms on the same scope.

Part 6: IntBooks and your company secretary

IntBooks is not a company secretary and does not accept appointment as one. Its company secretarial support works alongside your qualified secretary: drafting resolutions, keeping working copies of your registers in step with your books, and tracking SSM deadlines. If you don’t have a secretary yet, IntBooks can introduce you to one.

Whichever secretary you use, keep your accounting records and your statutory filings consistent. Your share capital, directors and financial year end should match across your books, your registers and SSM’s records.

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Next steps: Company secretarial support · Annual return glossary entry · View all professional services

This guide is general information, not legal advice. Check the current Act and SSM guidance, or ask a licensed company secretary, for advice on your company.