In Malaysia, a Company Secretary is essential for ensuring legal compliance and supporting a company’s success. Under the Companies Act 2016 (Section 241), businesses must appoint a qualified Company Secretary to share legal responsibilities with directors. Company Secretaries must meet strict criteria to provide professional and reliable support for effective operations.
Paul Hype Page Malaysia provides expert corporate secretarial services to ensure compliance, governance, and operational efficiency for businesses in Malaysia’s dynamic landscape.
Your Essentials for a Malaysia Company Secretary
In Malaysia, appointing a qualified Company Secretary is mandatory within 30 days of incorporation. The individual must be a natural person aged 18 or older, a Malaysian citizen or Permanent Resident, and reside in Malaysia. They must also have a clean criminal record, not be bankrupt, and be a member of at least one professional body. Additionally, the Company Secretary must either hold a license issued by the Companies Commission of Malaysia (SSM) under the Companies Commission Act 2001 (Section 20G) or be a member of a Ministry-approved professional body.
Related Read: Requirements of a Company Secretary in Malaysia 2025
Minimum Qualifications To Be a Company Secretary
| 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 |
A Single Director and Company Secretary Can Be the Same Individual
This means that if a company has only one director, they may also take on the role of the Company Secretary. However, it is crucial to ensure that the individual has the required qualifications, expertise, and capacity to manage the dual responsibilities effectively. Serving as both director and Company Secretary demands a thorough understanding of corporate governance, legal compliance, and administrative duties, as well as the ability to balance strategic decision-making with operational oversight. Failure to meet these requirements could compromise the company’s compliance and overall efficiency, making it vital to assess whether combining these roles is practical and sustainable for the individual and the organization.
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:
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Our Malaysia Corporate Secretary Services
With extensive expertise in business registrations across Singapore, Malaysia, Indonesia, and Hong Kong, we specialize in incorporating Sdn Bhd companies in Malaysia. Our in-depth knowledge of the incorporation process and a proven track record of successful registrations position us as the trusted partner for your business needs. Allow us to simplify the process for you, ensuring a smooth, efficient, and hassle-free registration experience, so you can confidently build your business.
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Our 2 Decades of Proven Expertise Will Guide Your Business
With over two decades of experience spanning Malaysia, Singapore, Indonesia, and Hong Kong, we have successfully facilitated the incorporation of more than 2,000 companies across diverse jurisdictions. In Malaysia, our expertise is reflected in our high success rate for securing work permits and navigating complex regulatory requirements, demonstrating our commitment to client success. As trusted advisors, we specialize in leveraging strategic networks and market insights to empower businesses, ensuring seamless incorporation processes and a solid foundation for growth in competitive markets.
Roles & Responsibilities of a Malaysia Company Secretary
A Company Secretary plays a pivotal role in ensuring the smooth operation of a business by maintaining compliance with legal and regulatory requirements. Acting as a key advisor to directors and stakeholders, the Company Secretary is responsible for overseeing corporate governance, managing statutory records, and ensuring timely communication with regulatory authorities. Their expertise and attention to detail are essential for supporting the company’s operations, mitigating risks, and upholding the integrity of the organization. Below are the key responsibilities that highlight the significance of this vital role.
Advise on Registration and Governance of a Company
A company secretary plays a critical role in advising clients on a wide range of corporate matters, including restructuring, mergers and acquisitions, and the implementation of good corporate governance practices. They offer expert guidance to ensure organizational changes and transactions comply with regulatory requirements while aligning with the company’s strategic objectives. Additionally, company secretaries oversee the procedures for striking off or winding up companies, ensuring all legal and statutory obligations are met efficiently and seamlessly. Their expertise supports businesses in maintaining compliance, transparency, and operational efficiency, contributing to their long-term success and sustainability.
Ensure the Company Abide to the Rules and Regulation Imposed by Government
The Companies Act 2016 has streamlined governance requirements for Private Limited Companies (Sdn. Bhd.), but compliance extends beyond the Act itself. Businesses must also adhere to regulations such as the Income Tax Act, licensing requirements, EPF, SOCSO, and others to ensure full regulatory compliance.
A company secretary plays a pivotal role in guiding businesses through these obligations and can recommend engaging relevant professional bodies or experts to address specific needs, providing comprehensive support for legal and operational compliance.
Document Meeting Minutes and Resolutions
Under the Companies Act 2016, Private Limited Companies (Berhad) are no longer required to hold Annual General Meetings (AGMs), while Public Limited Companies (Berhad) must still do so. However, Board meetings still require the attendance of the Company Secretary, who ensures the meeting agenda is properly prepared and that the meeting is called, constituted, and conducted in accordance with the law.
After the meeting, the Company Secretary drafts the minutes, follows up on decisions, and finalizes the Board Resolution documents, which serve as proof of company decisions. Depending on the company’s constitution, additional signatures may be required to validate the resolution.
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 (FYE) marks the closure of the company’s annual financial accounts. Once the board decides on the FYE, the Company Secretary prepares a resolution and ensures the board is notified, typically during the Annual General Meeting (AGM). A 14-day notice must be provided before the AGM to allow adequate preparation. The Company Secretary must also ensure the financial statements comply with applicable financial reporting standards.
In addition, the Company Secretary organizes and submits the signed financial statements to the Malaysian government, ensuring they accurately reflect the company’s financial position, performance, and cash flow for the respective FYE.
Appointment of Auditor
Private Limited Companies (Sdn. Bhd.) may opt for unaudited financial statements if they meet specific criteria, such as being dormant, zero-revenue, or threshold-qualified. However, appointing an auditor becomes essential as the company grows to ensure proper financial oversight. The appointment requires the auditor’s consent to act before services are provided, ensuring compliance with professional and regulatory standards.
Verification of Stakeholders’ Identity and Lodge Declaration of Beneficial Ownership
One of the first steps in incorporating a company is completing the Know Your Client (KYC) procedure. This process enables the Company Secretary to verify the identities and eligibility of all appointed stakeholders.
Additionally, the Company Secretary is responsible for collecting and maintaining records of the declaration of beneficial ownership, which is done after receiving the required information from the stakeholders.
Lodge of Annual Compliance as Per Required by SSM
The Companies Commission of Malaysia (SSM) requires Company Secretaries to lodge two key documents annually: the annual return, submitted on the company’s incorporation anniversary, and the financial statement (audited or unaudited), filed within six months after the financial year-end (FYE).
Company Secretaries are also tasked with organizing shareholders’ meetings, preparing directors’ reports, and ensuring accurate submission of information through SSM’s online platform. Timely lodgment of these compliance documents is essential for maintaining transparency, accountability, and legal compliance.
Failure to adhere to the deadlines outlined in the Companies Act 2016 may result in penalties. Therefore, Company Secretaries must ensure strict compliance with the required timelines to uphold the company’s legal standing.
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.
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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