Requirements of a Company Secretary in Malaysia 2024

8 min read|Last Updated: May 9, 2024|

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 SSM website

Regardless of who initiate 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 appointing 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.

Malaysia Corporate Secretary Ramu

What is a Company Secretary?

A Company Secretary is a natural person who is 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 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 works, statutory documents, and procedural matters that runs within the Company abides by the regulation imposed by the Government of Malaysia.

Corporate Compliance to 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 reside 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 license 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

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

How can a Company Secretary be appointed in Malaysia?

In accordance with Section 236 of Companies Act 2016, here is how a company secretary can be appointed in Malaysia:

  • The Board of Director shall appoint a secretary and determine the terms and conditions of such appointment
  • The appointment of first Company Secretary should be done within 30 days from 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 delay in appointment of first Company Secretary.

Malaysia Corporate Secretary Ramu

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 for the purpose of reducing 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

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 in advising the Board of any legal matters as well as ensuring the Company abides with the regulation 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 complication during the process itself.

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 regulations imposed by Government

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.

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

Attend Meetings and Prepare Company Resolutions

According to 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). As such, 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 meeting agenda is done accordingly
  • Ensure meeting are properly called, constituted, and carried out in accordance with 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 up to date. Additionally, 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, it is imperative that these documents are readily accessible when required for legal or administrative purposes.

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. 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 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 the 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

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.

STAY COMPLIANT WITH THE RIGHT COMPANY SECRETARY IN MALAYSIA

Come to our office or get in touch virtually for a consultation on your company registration, and other corporate services today.

FAQs

Why is the residential status still being required under Companies Act 2016?2024-03-22T16:40:42+08:00

Under Section 196(4) of Companies Act 2016, it requires a director to be ordinarily residing in Malaysia by having a principal place of residence in Malaysia. This requirement is applicable to a minimum number of one director within a Company.

Can a non-citizen / non-resident be the sole director/shareholder according to the new Companies Act 2016?2024-03-22T16:37:51+08:00

A foreigner is allowed to form a Company and act as a sole director/shareholder. However, they are required to fulfil the requirement of having residential address in Malaysia.

Can a single member/director in a Company can also be the Company Secretary?2024-03-22T16:38:09+08:00

According to Companies Act 2016, it prohibits an act of dual capacity where the act to be a director and Company Secretary must be executed by two different persons.

Can a single member/director Company be incorporated as a Public Limited Company (Berhad)?2024-03-22T16:38:35+08:00

No, such a scenario can only incorporate a Private Limited Company (Sdn. Bhd.). A Public Limited Company (Berhad) must have at least 2 directors and 1 member.

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  1. Profile Picture For PHP
    Tay June 22, 2022 at 7:57 pm - Reply

    Hi,

    I would like to confirm with you that can I become company secretary directly without secretary experience

    – With Audit and tax experience more than 5 years
    – With ACCA and MIA membership

    • Profile Picture For PHP
      Paul Hype Page June 30, 2022 at 9:13 am

      Hello Tay,
      Yes, you can be a company secretary without any prior secretary experience as you have a working experience greater than 5 years.

      Hope this helps!

  2. Profile Picture For PHP
    Lee November 14, 2019 at 4:12 pm - Reply

    What if a company secretary for private company in Malaysia decides to resign because there is dispute between directors and he or she does not want to be stuck in the middle of the directors affair and the company is unable to find a replacement ? What will happen to the company if the secretary effectively resign and there is no new secretary to replace him or her?

    • Profile Picture For PHP
      Tiwiyah Kumaran November 15, 2019 at 5:44 pm

      Hello Lee,

      According to Malaysia’s current business laws, every private company in Malaysia is required to have a corporate secretary. Thus, in the situation which you have described, the company in question will have to hire a person who will take over as the company’s next corporate secretary.

      Should your company require a corporate secretary, we are able to assist you. Please contact us for further information.

      Paul

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