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.
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.
Who can be a Company Secretary in 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:
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.
Sijil Pelajaran Malaysia (SPM) or equivalent (credit in Bahasa Malaysia and English).
|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 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.
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.
Advise on company registration and governance of a Company
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.
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:
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.
Ensure Company details are up to date
The Company details such as directors, shareholders, shares as well as constitution are up to date. If there are any changes occurs, a Company Secretary will need to notify SSM within 30 days of a resolution is passed.
Other documents such as 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 notify for them to prepare a resolution. This is normally done during Annual General Meeting (AGM).
Appointment of Auditor
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.
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:
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.
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?
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.
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.
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.
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
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!
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?
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.