Requirements of a Company Secretary in Malaysia 2023

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 Secretaryto register via SSM website

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

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.

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.

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:

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.

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

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

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.

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 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.

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.

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.

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. He or she must also file for annual returns within a given deadline.

They will need to ensure:

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.

Should there be any changes, the secretary should ensure company details (such as directors, shareholders, shares and constitution) are kept up to date. He or she is also responsible for safeguarding important company documents such as Certificate of Incorporation, Memorandum and Article of Associations, and Share Certificates in a secure place.

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 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:

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:

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.