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Malaysia Corporate Secretary

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Malaysia Company Secretary2023-08-03T16:31:10+08:00

Key Note

In Malaysia, the role of a Company Secretary is significant for legal adherence as well as a company’s success. To comply with Section 241 of the Companies Act 2016, companies are required to appoint a qualified Company Secretary to share legal responsibilities with the director. There is a need for Company Secretaries to fulfill various criterias which ensure professionalism in order for such companies to be able to operate with the support of knowledgeable and competent support.

At Paul Hype Page, we understand the critical role that a Company Secretary plays in ensuring compliance, governance and smooth operations for businesses in Malaysia. As a leading provider of corporate secretarial services, we offer comprehensive solutions to meet the diverse needs of companies operating in this 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, a Company Secretary must meet specific requirements as set forth by the Companies Commission of Malaysia and the Ministry of Domestic Trade, Cooperative, and Consumerism. The individual must either hold a license from the Companies Commission of Malaysia under Section 20G of the Companies Commission of Malaysia Act 2001 or a member of one of the professional bodies prescribed by the Ministry.

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, he/she can 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.). 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.

Document Meeting Minutes and Resolutions

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, the Board Resolution for signing and will be taken as evident that a Company has conclude a decision.

Ensure Company Details Are Up to Date

The Company details such as directors, shareholders, shares as well as constitution must be up to date. If any changes occur, a Company Secretary will need to notify SSM within 30 days after a resolution is passed.

Other documents such as the Company’s constitution (if any), minute books, financial statements, meeting minutes and resolutions are kept at registered office by the Company Secretary.

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 be notify for them to prepare a resolution. This is normally done during Annual General Meeting (AGM). The Company Secretary’s preparation and disclosure of financial statements must be in accordance with the applicable financial reporting standards.

He/she has the duty to present a true and fair view of the company’s financial position, performance, and cash flows for the specific FYE>

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 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.

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 play a central role in organizing shareholder meetings, preparing the director’s report, and ensuring accurate and complete information is lodged electronically through the SSM’s online platform. Timely and accurate lodgement of annual compliance documents helps maintain transparency, accountability, and legal compliance of the company.

These documents must be lodged at 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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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

As 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.

With an incompetent secretary, there might be risks that your company breaches certain laws and incur penalties or getting yourself into court cases not in your favor.

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

Proficient communication skills

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

They must also be able to facilitate general meetings, annual general meetings as well as meeting with the directors of the company.

Accompanied by their knowledge of legal matters, they are not doubly able 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, he/she 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
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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

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Your Questions, Answered

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

Is it mandatory to appoint a Company Secretary in Malaysia?2023-08-01T12:33:22+08:00

Yes, it is mandatory for every company in Malaysia to appoint a Company Secretary within 30 days from the date of incorporation. Failure to comply with this requirement may result in penalties and legal consequences.

Can a company outsource its company secretarial services in Malaysia?2023-08-01T12:06:12+08:00

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.

Can a Company Secretary provide legal advice?2023-08-01T12:05:09+08:00

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.

Is it necessary for a Company Secretary to be present at board meetings?2023-08-01T12:02:57+08:00

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.

Can a Company Secretary be held personally liable for any non-compliance by the company?2023-08-01T12:01:35+08:00

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.

What are the core duties of a Corporate Secretary?2021-06-04T21:23:18+08:00

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 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.
What should I look out for when appointing a Corporate Secretary?2021-06-04T21:20:55+08:00

The candidate should meet the following criteria;

  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.

Do I need a Corporate Secretary for my company?2021-06-04T21:17:16+08:00

Yes, it is mandatory to appoint a Corporate Secretary under the Companies Act 2016. Every company should have at least one Corporate Secretary.

The Double Tax Treaty is an avoidance of double taxation agreement between whom and what is its purpose?2021-06-07T21:21:31+08:00

A Double Tax Treaty is an agreement between governments and not states or counties or provinces with the purpose of avoidance of double taxation and prevention of fiscal evasion with respect to taxes on income.

Can shares be transferred to previous owner of the same shares?2021-06-07T20:07:10+08:00

There are no restrictions regarding the ownership of shares by someone who has previously owned the same shares of the same Sdn Bhd company. Therefore, shares of a Sdn Bhd company can be transferred to a previous owner of those same shares. Of course, the final outcome of such a share transfer, as is the case with any other share transfer, is dependent on the consent of the existing owner of the share.

Is there a limit to how many shares can be transferred at once?2021-06-07T20:02:14+08:00

A shareholder cannot transfer an unlimited number of shares. This is because there must be a limit to how many shares are available to be purchased. When any company in Malaysia first commences its business operations, it will issue a certain number of shares. Therefore, the number of shares transferred by the shareholder can exceed neither the number of shares held by the individual who is transferring the shares or the company.

Are all companies in Malaysia required to hold EGMs?2021-06-07T20:09:04+08:00

In Malaysia, there is no statutory requirement for any company to hold any extraordinary general meetings (EGMs). Only annual general meetings (AGMs) are legally required to be held according to the latest edition of Malaysia’s Companies Act.

However, this lack of legal requirement regarding EGMs might not necessarily extend to certain companies. This is the case because such companies have stipulations regarding the holding of EGMs within their company regulations or Articles of Association. Such stipulations may sometimes require the company to hold an EGM at certain points. Any such stipulations are required to be followed unless they are amended at any point. In this regard, the holding of an EGM differs from the holding of an AGM in Malaysia because a company must hold an AGM even if it not bound by stipulations contained in its Articles of Association.
The Companies Act contains further information related to the holding of AGMs and EGMs in Malaysia.

Can Business Entities other than Sdn Bhd Companies be struck off or wound up?2021-06-07T20:10:53+08:00

Sole proprietorships and partnerships are not closed down in the same way as are Sdn Bhd companies. Thus, they are neither struck off nor wound up in the conventional manner. 

How is Income Tax submitted in Malaysia?2021-06-07T21:23:01+08:00

Every individual who is to be taxed is required to declare income to IRB. The taxpayer is responsible for obtaining and forwarding the Income Tax Return Form (ITRF). The taxpayer has to submit an ITRF that has been duly completed before April 30 every year. 

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