Every company in Malaysia must have at least one company secretary, and the first one must be appointed within 30 days of incorporation. The secretary must be a qualified individual who holds a practising certificate from the Companies Commission of Malaysia (SSM). This is a legal office, so a capable employee who handles paperwork can’t fill it without those credentials.
For founders, the appointment is often treated as a box to tick during incorporation. The role carries more weight than that: the secretary keeps the company’s statutory records in order, runs the formal side of its decisions and advises the board on what the law requires.
Key Takeaways
- Section 235 of the Companies Act 2016 requires every company to have at least one secretary.
- The first secretary must be appointed within 30 days of incorporation, and the office can’t stay vacant for more than 30 days at a time.
- A secretary must be an individual aged 18 or over, a Malaysian citizen or permanent resident, professionally qualified and registered with SSM.
- SSM’s 2025 guidelines cover registers, meetings, document verification and anti-money laundering obligations.
- Directors stay accountable, because failing to meet section 235 is an offence by the company and every director who contravenes it.
Is a company secretary mandatory in Malaysia?
Yes. Section 235(1) of the Companies Act 2016 says a company “shall have at least one secretary” (Companies Act 2016). The section contains no carve-out for small, newly formed or inactive companies, so a one-director Sdn Bhd falls under the same rule as a much larger business.
Three timing rules sit around that requirement:
- First appointment: The first secretary must be appointed within 30 days of incorporation (section 236(2)).
- Vacancies: The office can’t be left vacant for more than 30 days at any one time (section 240).
- Consent: Nobody can be appointed unless they have agreed in writing, are qualified and aren’t disqualified (section 236(3)).
The board makes the appointment and sets its terms. If the requirements aren’t met, sections 235(4) and 236(4) treat that as an offence, which is why this is a director’s concern and not only an administrative one.
Who can act as a company secretary?
A company secretary must meet personal, professional and registration tests. All of them apply together.
| Test | What the law requires | Source |
|---|---|---|
| Personal | An individual aged 18 or above, who is a citizen or permanent resident and has a principal place of residence in Malaysia | Section 235(1) |
| Professional | Membership of a body in the Fourth Schedule, or a licence from SSM under section 20G of the Companies Commission of Malaysia Act 2001 | Section 235(2) |
| Registration | Registration with SSM and a practising certificate before acting as a secretary | Section 241 |
| Clean standing | Not an undischarged bankrupt, not convicted of an offence referred to in section 198 and still holding a practising certificate | Section 238 |
SSM’s guidelines list the approved bodies as MAICSA, the Malaysian Institute of Accountants, the Malaysian Bar, the Malaysian Association of Company Secretaries, MICPA, the Sabah Law Society and the Advocates Association of Sarawak (SSM Guidelines, 2025).
Holding one of these memberships doesn’t complete the process. SSM’s FAQ states that all qualified persons must register irrespective of professional background (SSM FAQ, 2025). A lawyer or accountant therefore needs a practising certificate too.
What does a company secretary do?
A company secretary maintains statutory records, manages the formal decision-making process and advises the board on its legal obligations. These duties come mainly from SSM’s 2025 guidelines, which require secretaries to act honestly and use reasonable diligence. They fall broadly into four groups.
Registered office and records
Section 46 requires a registered office in Malaysia that is open to the public during ordinary business hours, and section 47 lists the records kept there. Under the guidelines, the secretary must personally, or through an employee or agent, be present at the office during those hours and keep its registers, records and books updated. The secretary must also provide statutory documents to anyone entitled to inspect them.
Meetings and resolutions
The guidelines expect the secretary to manage, attend and record board and shareholder meetings, and to manage the passing of resolutions. In practice, the minutes and resolutions are what let a company prove later that a decision was properly made.
Advice and verification
Secretaries advise the board on the Companies Act and on relevant disclosure and governance requirements. The 2025 guidelines also mention verifying company documents before submission to SSM, checking their accuracy, authenticity and legal compliance. That makes the role more than passing along whatever a client sends.
Beneficial ownership and anti-money laundering
SSM’s beneficial ownership guidelines make the secretary or agent responsible for ensuring ownership details are entered in the company’s register of beneficial owners. They also make the secretary or agent responsible for lodging changes with SSM. The underlying duty to obtain, verify and record the information still sits with the company, and the guidelines describe the board as ultimately responsible for the company using its powers to obtain it (SSM BO Guidelines, revised 2025).
Secretaries must also comply with the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 when carrying out certain activities, such as acting as a formation agent or providing a registered office. New clients should expect to be asked for identity and ownership details as a result.
What remains the directors’ responsibility?
Appointing a secretary doesn’t move the board’s legal duties onto someone else. The directors are still the ones who must prepare the financial statements under section 248, for example, and they decide what the company does.
A useful way to divide the work:
- The secretary records decisions, keeps the registers, prepares and lodges statutory documents, and flags what the law requires.
- The directors make the decisions, supply accurate and timely information, and answer for the company’s conduct.
- Shareholders and beneficial owners have to respond when asked for ownership information, and beneficial owners must tell the company about their status and changes to it.
This split can explain late filings. A secretary can’t lodge accurate documents without signed resolutions, approved accounts or up-to-date shareholder details from the company. Enforcement can still reach the secretary: Free Malaysia Today reported in June 2025, citing the Bar Council, that SSM warned secretaries of show-cause letters over clients’ low filing compliance (Free Malaysia Today, 2025). Section 238(2) also lets the Registrar ask a secretary to show cause why their practising certificate shouldn’t be revoked if they appear to have failed to act honestly or use reasonable diligence. A reliable working process protects everyone.
Should you use an in-house or outsourced company secretary?
Many smaller companies may find an external provider more practical, since they may not have enough secretarial work to justify a qualified full-time hire. SSM’s FAQ recognises both models. Its possible secretarial service provider offices include companies, LLPs, legal firms and non-audit firms, while in-house offices include companies and federal or state authorities.
An in-house secretary can make sense when board activity is heavy, the group structure is complicated or governance needs close daily attention. An external provider gives smaller companies access to the same qualification without creating a permanent role. Businesses comparing company secretarial services in Malaysia should check that the scope covers statutory filings, registers, meeting support, annual returns and compliance reminders, since those tasks recur every year.
Whichever route you choose, the person named as your secretary must personally meet the requirements. A firm can provide the service, but section 235 requires the secretary to be a natural person.
Frequently Asked Questions
Can a foreigner be a company secretary in Malaysia?
Generally no. SSM’s FAQ says only a citizen or permanent resident can apply for a practising certificate. A narrow exception applies to people appointed before 31 January 2017, who may act only for those existing companies and can’t accept new appointments.
Can a company act as a company secretary?
No. Section 235(1) requires a natural person. A company or firm may provide secretarial services, but the appointed secretary has to be an individual who meets the legal requirements.
What happens if a company secretary’s practising certificate expires?
SSM’s FAQ says the person is disqualified from acting as a company secretary under section 238. Continuing to act without leave of the Court is an offence by the secretary and by every director who knowingly permits it (section 238(3)). The secretary must notify SSM and the companies they serve in writing within 14 days of no longer being qualified. Renewal remains possible within 12 months of expiry, though with a lapse in the certificate period, and a new application is needed after that.
How soon must a new company appoint a secretary?
Within 30 days of its incorporation date, under section 236(2). The company must also notify SSM within 14 days of a person becoming its secretary, under section 58.
This article is general information based on the Companies Act 2016 (SSM’s online text updated to 1 August 2022, which predates later amendments such as the 2024 beneficial ownership changes) and SSM guidance dated up to October 2025. It isn’t legal advice. Confirm how the rules apply to your company with a qualified adviser.
