WHO IS QUALIFIED TO BE COMPANY SECRETARY IN MALAYSIA?
According to Section 235 of Companies Act 2016, the requirements to become a Company Secretary in Malaysia are:
The professional body nominated by the Ministry of Domestic Trade, Cooperative and Consumerism includes those who have license from:







Minimum qualification
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 |
ROLES & RESPONSIBILITIES OF A MALAYSIA COMPANY SECRETARY
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.
The Companies Act 2016 has pretty much simplified the governance for Private Limited Company (Sdn. Bhd.). However, a Company need not only to comply with the Companies Act 2016, but there is also other regulation such as Tax Act, licenses, EPF, SOCSO etc.
The Company Secretary is able to advise the client to get in touch with relevant professional bodies in order to provide necessary services.
In accordance with Companies Act 2016, a Private Limited Company (Sdn. Bhd.) is no longer compulsory to conduct an Annual General Meeting (AGM). However, it is not the case for a Public Limited Company (Berhad). Hence, a meeting conducted by the Board of Directors must be attended by 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 is done, a Company Secretary is responsible to prepare the minutes and follow up on the decision made as instructed. Once a decision is made, a Company Secretary may then prepare the Board Resolution for signing and will be taken ad evident that a Company has conclude a decision.
The Company details such as directors, shareholders, shares as well as constitution are up to date. If there are any changes occurs, a Company Secretary will need to notify SSM within 30 days of a resolution is passed.
Other documents such as constitution (if any), minute books, financial statements, meeting minutes and resolutions are kept at registered office by the Company Secretary.
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 be notify for them to prepare a resolution. This is normally done during Annual General Meeting (AGM).
Even though a Private Limited Company (Sdn. Bhd.) has the option to opt for unaudited financial statement given they meet the criteria:
- Dormant companies
- Zero-revenue companies
- Threshold-qualified companies
An appointment of auditor is still crucial as a Company grows. Appointment of auditor must be done by the auditor providing consent to act before providing the services.
One of the initial steps to incorporate a Company is by going through the Know Your Client (KYC) procedure. This stage is for the Company Secretary to ensure all appointed stakeholders are who they claim to be and is not disqualified to be a stakeholder within a Company.
The Company Secretary will also need to obtain and maintain the records of declaration of beneficial ownership upon receiving the information from stakeholders.
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
These documents must be lodged at the appointed date. There will be penalties for those who failed to adhere to the requirement stated by Companies Act 2016. Company Secretaries must ensure strict compliance with the datelines furnished.
FACTORS TO CONSIDER WHEN HIRING A COMPANY SECRETARY IN MALAYSIA
With the increasingly importance of a company secretary, the onus is on the company to hire the right one that best suits the business. Here are some tips that you should 4 factors you should consider before hiring a company secretary:


HOW TO APPOINT A COMPANY SECRETARY IN MALAYSIA
The first company secretary of a company at the point of incorporation is proposed in the Articles of Association. Any subsequent appointment of secretary will be done by the board which only requires the formal board resolution.
The company secretary submits the incorporation documents, including his name as the company secretary on Form 49 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

A company secretary may resign by a notice to the board. The position of the vacant company secretary must not be left unfilled for more than 30 days. Form section 58 – reflecting the resignation and appointment of new secretary must be lodged with the Registrar of Companies within 14 days. In practice, the removal and appointment of company secretary is done simultaneously.
In any case of a company secretary deciding to resign, he/she will have to follow the procedure as stated below.
- Company secretary will issue a letter of resignation to the board of director
- The position of the company secretary is to be filled within 30 days of the declaration of the vacancy
- New secretary to submit Form 49 to the Registrar of companies and record the changes accordingly in the company’s Register
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 offence 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

CHECK YOUR AGM & ANNUAL FILING DUE DATE
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MALAYSIA CORPORATE SECRETARY FAQs
We’ve handpicked the top 9 questions that we get asked a lot when it comes to company secretary in Malaysia.
EXPERT GUIDES ON MALAYSIA CORPORATE SECRETARY
Equip yourself with business knowledge to ensure that you engage the right company secretary for your business and how you can stay compliant with Malaysia’s Company Act 2016.
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