Requirements of a Company Secretary in Malaysia 2025

There are two ways for a person to incorporate a company in Malaysia.

1. Self-register at any SSM counter available in the country

2. Appoint a local certified Company Secretary to register via the SSM website

Regardless of who initiates the Company incorporation, business owners will be furnished with the following documents:

• Section 14 – Application for Registration of a Company
• Section 15 – Notice of Registration

After receiving these documents, the next step will be to appoint the company secretary. This step must be done within the next 30 days (after date of incorporation) as it is mandatory by the law to do so.

What is a Company Secretary?

A Company Secretary is a natural person at least 18 years of age and a member of any professional body nominated by the Ministry of Domestic Trade, Cooperative and Consumerism.

This person also must have his place of residence in Malaysia. As a result, a Company Secretary in Malaysia, he acts as a professional person whose role in a corporate set-up is to provide advisory for legal matters and to ensure every paper, statutory document, and procedural matter within the Company abides by the regulation imposed by the Government of Malaysia.

Corporate Compliance with Statutory Regulations

According to Section 235 of the Companies Act 2016, the requirements to become a Company Secretary in Malaysia are:

• A natural person
• 18 years of age and above
• A Malaysian citizen or Permanent resident in Malaysia (who resides in Malaysia by having a principal place of residence)
• A member of any one of the professional bodies nominated by the Ministry of Domestic Trade, Cooperative and Consumerism
• Is not convicted of any crime of declared as bankruptcy

The professional body nominated by the Ministry of Domestic Trade, Cooperative and Consumerism includes those who have licenses from:

• The Malaysian Association of Company Secretaries (MACS)
• The Malaysian Institute of Chartered Secretaries and Administrators (MAICSA)
• The Malaysian Institute of Certified Public Accountants (MICPA)
• The Malaysian Bar
• The Malaysian Institute of Accountants (MIA)
• The Advocates’ Association of Sarawak
• The Sabah Law Association

Qualifications and Experiences to be a Company Secretary

According to the Companies Commission of Malaysia – Suruhanjaya Syarikat Malaysia (SSM), in order for a person to obtain a Company Secretary license, they have to fulfil these minimum qualifications and experiences.

Minimum qualification

Sijil Pelajaran Malaysia (SPM) or equivalent (credit in Bahasa Malaysia and English).

Experiences

How can a Company Secretary be appointed in Malaysia?

Following Section 236 of the Companies Act 2016, here is how a company secretary can be appointed in Malaysia:

• The Board of Directors shall appoint a secretary and determine the terms and conditions of such appointment
• The appointment of the first Company Secretary should be done within 30 days from the date of incorporation of a Company

The easiest way for a Company to appoint a Company Secretary is by engaging the right person to assist with the incorporation. This way, there will not be a delay in the appointment of the first Company Secretary.

Can a Director be a Company Secretary in Malaysia?

Yes. A director can be a company secretary. It is important to note that there are a substantial number of documents that need to be signed by the director and the company secretary. In these cases, a sole director cannot sign on behalf of a secretary.

A company secretary is appointed to reduce the number of responsibilities a director needs to oversee. As such, having one individual performing both roles cannot justify the essential responsibilities associated with both positions.

The Role of a Company Secretary in Your Business

Meanwhile, the most misinterpreted job scope for a Company Secretary is that people always assume that this person is only in charge of the annual compliance of the Company. Even though it is not far off from the truth, a Company Secretary is also responsible for advising the Board of any legal matters as well as ensuring the Company abides by the regulations imposed by the Government.

Company Registration and Governance

Even though a person has the option to incorporate a Company on his own, it is always better to appoint a licensed Company Secretary to initiate the incorporation application. This is to avoid any complications during the process itself.

A Company Secretary is also in charge of advising a client on their corporate restructuring, mergers, acquisitions, good corporate governance as well as the procedure to strike off or wind up of a Company.

Ensure the Company abide by the rules and regulations imposed by the Government

Overall, the Companies Act 2016 has pretty much simplified the governance for Private Limited Companies (Sdn. Bhd.). However, a Company needs not only to comply with the Companies Act 2016, but there are also other regulations such as the Tax Act, licenses, EPF, SOCSO etc.

Furthermore, the Company Secretary can advise the client to get in touch with relevant professional bodies to provide necessary services, thereby ensuring comprehensive support and guidance throughout the process.

Attend Meetings and Prepare Company Resolutions

Besides the Companies Act of 2016, it is no longer compulsory for a Private Limited Company (Sdn Bhd.) to conduct an Annual General Meeting (AGM). However, this does not apply to Public Limited Companies (Berhad). Specifically, the secretary must attend nearly every board meeting. They must also file for annual returns within a given deadline.

They will need to ensure:

• Preparation of the meeting agenda is done accordingly
• Ensure meetings are properly called, constituted, and carried out by the law of meeting

After the meeting, the Company Secretary is responsible for preparing the minutes and following up on the decisions made as instructed. Once a decision is made, the Company Secretary may then prepare the Board Resolution for signing, and it will serve as evidence that the Company has concluded a decision.

Ensure Company Statutory Records are up to date

Should there be any changes, the secretary should ensure company details (such as directors, shareholders, shares, and constitution) are kept current. They are also responsible for safeguarding important company documents such as Certificates of Incorporation, Memorandum, Articles of Association, and Share Certificates in a secure place. Moreover, these documents must be readily accessible when required for legal or administrative purposes.

Record Financial Year End (FYE) of a Company

The financial year-end date is when the Company closes its annual financial account. Once the board has decided on the Company FYE, the Company Secretary should notify them to prepare a resolution. This is normally done during the Annual General Meeting (AGM).

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 made by the auditor providing consent to act before providing the services.

Verification of stakeholders’ identity and lodge declaration of beneficial ownership

Although, one of the initial steps to incorporate a company is to go through the Know Your Client (KYC) procedure. However, this stage is for the Company Secretary to ensure all appointed stakeholders are who they claim to be and are not disqualified to be a stakeholder within a Company.

The Company Secretary will also need to obtain and maintain the records of the declaration of beneficial ownership upon receiving the information from stakeholders.

Lodge of annual compliance as required by SSM

Earlier, 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 fail to adhere to the requirements stated by the Companies Act 2016. Company Secretaries must ensure strict compliance with the datelines furnished.