Key Note

In Malaysia, the role of a Company Secretary is significant for legal adherence as well as a company’s success. Because the Companies Act 2016 (Section 241) requires a qualified Company Secretary be appointed to share legal duties with directors. There is a need for Company Secretaries to fulfill various criterias which ensure professionalism. This is in order for such companies to be able to operate with the support of knowledgeable and competent support.

At Paul Hype Page, we recognizes the value of company secretaries for Malaysian businesses. Being that secretaries help with compliance, governance, and smooth operations for businesses in Malaysia. As a top provider, we offer complete corporate secretary services to support companies in today’s dynamic business landscape.

Malaysia Company Secretary: Things You Need to Know

A Company Secretary must be:

  • Appointed 30 days from the date of incorporation.
  • A Natural Person and above 18 years old.
  • A Malaysian citizen or Permanent Resident in Malaysia.
    Such individual must reside in Malaysia by having a principal place of residence.
  • Not convicted of any crime or declared bankruptcy.
  • A member of at least one professional body.

In Malaysia, Company Secretary qualifications are strict. As set by the Companies Commission (SSM) and Ministry of Domestic Trade, the person must be either:

  • Licensed by SSM under the Companies Commission Act 2001 (Section 20G)
  • A member of a Ministry-approved professional body.

Minimum Qualifications :

Education level: Minimum experiences:
Sijil Pelajaran Malaysia (SPM) / Sijil Tinggi Pelajaran Malaysia (STPM) Minimum 5 years working experience
Holders of a certificate in the field of company law, company secretarial practise, management, business administration or accounting Minimum 3 years working experience
Diploma in the field of company law, company secretarial practise, management, business administration or accounting Minimum 2 years working experience
Degree in the field of company law, company secretarial practise, management, business administration or accounting Minimum 1 year working experience​

Compliance and Adherence With the Statutory Requirements and Regulations

A Company Secretary plays the role to maintain proper corporate records, assisting in the preparation and submission of necessary documents to regulatory authorities, and providing advice on corporate governance matters.

A Single Director and Company Secretary Can Be the Same Individual

This means that if the company has only one director, they could also assume the role of the Company Secretary. However, it is essential to ensure that the individual possesses the necessary qualifications, expertise, and capacity to fulfill both roles effectively.

Roles & Responsibilities of a Malaysia Company Secretary

Advise on Registration and Governance of a Company

A company secretary is also in charge to advise a client on their corporate restructure, mergers, acquisition, good corporate governance as well as the procedure to strike off or wind up of a Company.

Ensure the Company Abide to the Rules and Regulation Imposed by Government

The Companies Act 2016 has simplified the governance for Private Limited Company (Sdn. Bhd.). But compliance goes beyond this act. Companies must also follow regulations like Tax Act, licenses, EPF, SOCSO, and etc.

The Company Secretary can advise clients to contact relevant professional bodies for additional services.

Document Meeting Minutes and Resolutions

In accordance with Companies Act 2016, it is no longer compulsory to conduct an Annual General Meeting (AGM) for a Private Limited Company (Sdn. Bhd.). However, a Public Limited Companies (Berhad) must still hold AGMs. Therefore, a meeting conducted by the Board of Director still requires the attendance of the Company Secretary.

They will need to ensure:

  • Preparation of meeting agenda is done accordingly
  • Ensure meeting are properly called, constituted, and carried out in accordance with the law of meeting

After meeting completion, the Company Secretary drafts the minutes and follows up on decisions as concluded during the meeting. The present members and company secretary signs and finalises Board Resolution documents to record every substantial decision. Some companies might require different/additional signatures depending on the company’s constitution. With the Board Resolution used in essence as proof of the company decisions.

Ensure Company Details Are Up to Date

The Company details such as directors, shareholders, shares as well as constitution must be up to date. The Company Secretary must notify SSM of any changes to the aforementioned company details within 30 days days after of a passed resolution.

Company Secretary safeguards key documents at the registered office:

  • company constitution (if any),
  • minute books,
  • financial statements,
  • meeting minutes,
  • and resolutions.

Record Financial Year End (FYE) of a Company

The financial year end date is basically when the Company closes its financial annual account. Once the board has decided on the Company FYE, the Company Secretary should notify them to prepare a resolution. The Company Secretary usually notifies the board of this during the Annual General Meeting (AGM) of the Company. With this mind, a 14 days notice period must be given to the board before the AGM date. The Company Secretary’s preparation and disclosure of financial statements must be in accordance with the applicable financial reporting standards.

Additionally, the Company Secretary has the duty to organise and submit the signed financial statements to the Malaysian government. These statements include accurate information to the company’s financial position, performance, and cash flow for the respective FYE accordingly.

Appointment of Auditor

Even though a Private Limited Company (Sdn. Bhd.) has the option to opt for an unaudited financial statement given they meet the criteria:

  • Dormant companies
  • Zero-revenue companies
  • Threshold-qualified companies

An appointment of an auditor is still crucial as a Company grows. Appointment of an auditor must be done by the auditor providing consent to act before providing the services.

Verification of Stakeholders’ Identity and Lodge Declaration of Beneficial Ownership

One of the initial steps to incorporate a Company is by going through the Know Your Client (KYC) procedure. This step is necessary for the Company Secretary to verify all appointed stakeholders identities and eligibility to act as stakeholders.

Additionally, the Company Secretary needs to gathers and maintain the records of declaration of beneficial ownership. The Company Secretary doing this after receiving the information from the stakeholders.

Lodge of Annual Compliance as Per Required by SSM

The Companies Commission of Malaysia – Suruhanjaya Syarikat Malaysia (SSM) has gazetted for each Company Secretaries to lodge two items:

  • Annual return – filed every anniversary (incorporation) date annually
  • Financial statement (audited / unaudited) – filed within 6 months after FYE

Company Secretaries are responsible for organizing shareholders meetings. In addition, they are also responsible for preparation of director’s report, and accurate filing of information through SSM’s online platform. Timely and accurate lodgement of annual compliance documents helps maintain transparency, accountability, and legal compliance of the company.

The Company Secretary must lodge the aforementioned documents on the appointed date. There will be penalties for those who failed to adhere to the requirement stated by the Companies Act 2016. Company Secretaries must ensure strict compliance with the datelines furnished.

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Reach our Representatives

The best way for the foreigners who want to enter Malaysia’s market, is to engage a company incorporation service provider. That provides you one stop service, from registering a business all the way to post-incorporation.

Reach out our sale representative for register a company in Singapore

Factors to Consider When Hiring a Company Secretary in Malaysia

With the increasing importance of a Company Secretary, the onus is on the company to hire the right one that best suits the business. Here are some green flags to consider before hiring a Company Secretary:

Having a clear understanding of the Malaysian Company Laws

A Secretary is the legal assistant of a company. It only makes sense to appoint someone that is familiar with the laws and regulations of Malaysia.

As otherwise, an incompetent secretary might risks your company breaching laws. In turn incurring penalties, or worse, getting yourself into court cases against your favor.

For example, the Company Secretary of an auditing firm should know when to submit audited annual reports to the registrar. Failure to do so will result in fines, which is obviously not ideal.

Proficient communication skills

A Company Secretary acts and represents the company while conversing with external stakeholders, such as shareholders and directors.

Additionally, a Company Secretary must also be able to facilitate meetings. Such as general meetings, annual general meetings, and meeting with the directors of the company.

Accompanied by their knowledge of legal matters, they’re liable to provide professional and unbiased advice to the audience.

Administrative skills

Other than being the Company’s ‘right-hand man’, Company Secretaries should also be able to handle other financial tasks such as filing tax returns as well as annual reports. They should also be able to pick up calls and answer any quires a customer may have.

Efficient financial analytic skills

A Company Secretary should also be able to handle financial statements, hence it is only logical that the secretary you hire should have above-average financial knowledge.

This will lower the risks of misstatements made by inexperienced secretaries, causing the company to make a loss because of simple information inexperienced secretaries have missed out.

How to Appoint a Company Secretary in Malaysia

The first Company Secretary at the point of incorporation is proposed in the Articles of Association. Any subsequent appointment of Company Secretaries will be done by the board which only requires the formal board resolution.

The Company Secretary submits the incorporation documents to the SSM within 30 days of receiving the Certificate of Incorporation. The Registrar of Companies will then record the name in the Companies Register within one month of receiving the form.

Small and Medium Enterprises (SMEs) may not have enough resources to keep a fully legal department headed by a Company Secretary and hence, the company can engage corporate secretarial services to carry out the duties of a Company Secretary.

How to Remove a Company Secretary in Malaysia

If a Company Secretary decides to resign, they will have to follow the procedure as stated below.

  • 1
    Company Secretary will issue a letter of resignation to the board of director
  • 2
    The position of the Company Secretary is to be filled within 30 days of the declaration of the vacancy
  • 3
    New secretary is to submit Form 49 to the Registrar of Companies and record the changes accordingly in the company’s Register
Paul Hype Page & Co. corporate service professionals

Disqualifying a Company Secretary

There are rules and regulations for every Company Secretary to stick by, and failure to do so will result in their disengagement from the company.

  • A declaration of bankruptcy by the Company Secretary
  • A criminal conviction within or out of Malaysia for any offense in the Companies Act
  • When he ceases to be a member of a body prescribed by the Minister under which the Company Secretary was admitted
  • When the Company Secretary ceases to be a holder of a valid license

One-stop Corporate Service Provider in Malaysia

Centralise all your business requirements by engaging a top regional corporate service provider beyond just Malaysia corporate secretarial services. Find out why we can be your enabler of your business success and growth.

  • Malaysia company registration
  • Malaysia employment pass & work visa application
  • Malaysia business licenses application and status registration
  • Bank account opening
  • Accounting & auditing
  • Annual reporting
  • Asset Management

Your Questions, Answered

We have handpicked the top questions that we get asked a lot when it comes to Company Secretary in Malaysia.

They should be well-versed with the following,

  1. Duty in relation to registered office and registers to be present at the registered office of the company, maintain registered and provide statutory documents.
  2. Duty to act honestly and use reasonable diligence in managing the meetings and resolutions. Or in advising of statutory and governance requirements.
  3. Duty as reporting institutions to comply with Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001.
  4. Duty as member of approved body to upkeep their practising certificate and to engage in Continuing Professional Education.
  5. Duty relating to practicing certificate in acting in his capacity as a secretary.

Yes, the presence of a Company Secretary at board meetings is highly recommended. Their role in providing guidance on legal and regulatory matters, ensuring compliance with procedures, and taking accurate minutes of the meeting is crucial for maintaining good corporate governance practices.

No, a Company Secretary cannot provide legal advice unless they are also qualified as a lawyer or hold relevant legal qualifications. Company Secretaries typically provide guidance on compliance matters and corporate governance, but for legal matters, it is advisable to seek advice from a qualified legal professional.

Yes, a Company Secretary can be held personally liable for non-compliance if they are found to have acted negligently or in breach of their duties. It is important for company secretaries to carry out their responsibilities diligently, seek professional advice when necessary, and stay updated with changes in laws and regulations to mitigate potential risks.

  1. A natural person.
  2. 18 years old and above.
  3. A citizen or permanent resident of Malaysia.
  4. A person holding required license, qualification or practicing certificate.
  5. Highly knowledgeable and hold a keen interest in company law and governance.
  6. Keen eye for detail.
  7. Work well with people from all levels.
  8. Write clearly and fluently.
  9. Adept at processing high volumes of information.
  10. Trustworthy, as the user will be handling a bunch of confidential documents.
  11. Residing in Malaysia.
  12. and more …

There are more factors to take note when looking for one and you can refer to them over here.

Yes, companies in Malaysia have the option to outsource their company secretarial services to professional service providers. This allows companies to access specialized expertise, ensure compliance, and focus on their core business activities.

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Confused on what a company secretary does, or why you even need one? Don’t be, get yourself educated by reading our guide.

Why Appoint Us as Your Singapore Company Secretary

Engage our corporate secretary services, our dedicated team will work closely with you to provide the highest level of service, ensuring your company’s compliance and peace of mind.

Decades-experienced local experts, always up-to-date on Malaysian regulations, provide your company with a dedicated point of contact.

Our expert team ensures your company never misses a compliance deadline by meticulously tracking all filing and reporting requirements.

Our user-friendly digital platform offers 24/7 access, replacing manual processes with digital signing and eliminating the need to search endless emails for documents.