Company Secretary in Malaysia: Requirements, Responsibilities, and Appointment Rules

A Malaysian Sdn Bhd needs at least one qualified company secretary. Under Section 236 of the Companies Act 2016, the board must appoint the first secretary within 30 days of incorporation. The appointed person must meet Malaysia’s residency and professional requirements, even when every shareholder lives overseas.

For foreign founders, the question is usually practical: who can take the appointment, what work will they handle, and which deadlines remain the directors’ responsibility? The details matter when the company starts trading, changes ownership, or prepares its annual filings.

Is a Company Secretary Mandatory in Malaysia?

Yes. Section 235 requires a company to have at least one secretary. A private company does not receive an exemption because it has one shareholder, foreign ownership, no employees, or no trading activity.

A company secretary is a statutory officer. The position is separate from the shareholders who own the company and the directors who manage it. Malaysia’s Companies Commission, usually called SSM, regulates practising company secretaries and receives the company’s prescribed filings.

If you are still deciding on the legal structure, our guide to the Malaysian Sdn Bhd structure explains its role as a private limited company. This article focuses on the secretary appointed to that company.

Who Can Be Appointed as a Malaysian Company Secretary?

Section 235 sets out the personal and professional qualifications. A proposed secretary must be a natural person, at least 18 years old, and a Malaysian citizen or permanent resident who ordinarily resides in Malaysia with a principal place of residence there.

They must also belong to a professional body recognised under the Act’s Fourth Schedule or hold the relevant licence issued by SSM under the Companies Commission of Malaysia Act 2001.

SSM’s October 2025 practising certificate guideline identifies recognised bodies including the Malaysian Institute of Chartered Secretaries and Administrators (MAICSA), the Malaysian Institute of Accountants, and the Malaysian Bar. The guideline provides the complete approved list.

Does Professional Membership Alone Qualify Someone to Practise?

No. Section 241 requires a person who wishes to act as company secretary to register with SSM before practising. SSM issues the practising certificate when the applicant meets the applicable requirements.

Ask a prospective provider which individual will hold your company’s appointment. Obtain that person’s SSM registration and practising certificate details, then check the available SSM records and the certificate’s validity before the board proceeds.

Can a Foreign Founder Act as Their Own Secretary?

A newly appointed secretary must meet the ordinary citizenship or permanent-residency rule in Section 235. Foreign share ownership does not remove that requirement, and a foreign founder without the required Malaysian status cannot simply appoint themselves.

SSM’s 2025 guideline preserves a narrow transitional route for certain non-citizens who were appointed before 31 January 2017. It restricts those individuals to their existing appointment and does not permit them to accept a new one. It is not a route for a founder incorporating a new Sdn Bhd now.

What Can Disqualify a Secretary?

Under Section 238, disqualification grounds include undischarged bankruptcy, a conviction for an offence covered by Section 198, and loss of the practising certificate. Directors should check eligibility when appointing someone and if the person’s professional status changes later.

What Does a Company Secretary Actually Do?

A secretary helps the company maintain its statutory records and complete corporate filings. Directors still make management decisions and remain responsible for their duties under the Companies Act 2016.

Keep Corporate Registers and Decisions on Record

Secretarial work may include maintaining the register of members, directors’ and secretaries’ particulars, and records of share issuances and transfers. The secretary may also prepare board resolutions, shareholder documents, and minutes where the company needs them.

Consider a Malaysian subsidiary whose overseas parent changes its authorised representative. The secretary needs the correct corporate instructions and documents before recording any consequential change to the Malaysian company’s officers or shareholding.

Prepare and Lodge Annual Returns

Section 68 requires a Malaysian incorporated company to lodge an annual return for each calendar year within 30 days of its incorporation anniversary. The obligation does not apply in the calendar year of incorporation.

SSM states that the appointed licensed company secretary or company agent can lodge annual documents through the Malaysian Business Reporting System (MBRS). The private-company government fee for an annual return is RM150. A secretary’s preparation or service fee is separate unless the engagement expressly includes it.

Financial statements follow their own preparation, approval, and submission requirements. Directors are responsible for proper accounting records and financial statements; appointing a secretary does not transfer those responsibilities to the secretarial provider.

Support Beneficial Ownership Reporting

Malaysia’s Companies (Amendment) Act 2024 introduced a statutory beneficial ownership framework. A company must identify the individuals who ultimately own or control it and maintain the prescribed register and notifications.

For a newly incorporated company, SSM’s beneficial ownership FAQ provides a 60-day period starting from the appointment of the company secretary to obtain and record beneficial ownership information. That period includes the separate 14-day period for lodgement with the Registrar after the information is entered in the register.

Foreign corporate shareholders can make this exercise more involved. The Malaysian company’s immediate shareholder may be another company, while the individuals who ultimately own or control the structure sit further up the ownership chain.

Prepare Documents for Banks and Corporate Changes

A secretary may prepare certified corporate documents or board resolutions when authorised and within the agreed service scope. Banks can request these records when reviewing signatories or a company’s ownership and governance arrangements.

The secretary does not decide whether the bank approves an account. Our guide to opening a Malaysian corporate bank account covers the broader documentation and application process.

How to Appoint the First Company Secretary

Section 236 gives the board authority to appoint the secretary and determine the appointment terms. The candidate must consent in writing, meet the qualification rules, and not be disqualified under Section 238.

Before Incorporation: Select the Individual and Agree on Scope

Discuss the appointment before filing the incorporation application. Confirm the proposed secretary’s eligibility and identify who will manage the registered office, annual return, ownership records, and corporate resolutions.

Ask for a written service agreement. Some activities that founders expect to be part of a monthly or annual retainer may attract separate charges, particularly share transfers, director changes, and substantial document requests.

Within 30 Days: Complete the Board Appointment

Once SSM incorporates the company, the board must appoint its first secretary within 30 days. Obtain the candidate’s written consent and retain the board’s appointment decision with the company’s records.

Within the Relevant 14-Day Period: Notify SSM

Section 58 requires the company to notify the Registrar within 14 days after a person becomes or ceases to be a secretary. Changes to prescribed officer particulars also have a 14-day notification requirement.

Do not mistake the 30 days allowed for the first appointment for an additional 30 days to report it. The appointment and the notification are separate legal steps.

For the wider sequence of name selection, shareholders, directors, and incorporation, see our guide on registering a company in Malaysia as a foreigner.

The Company Secretary Deadlines You Should Track

Put these obligations on a calendar from the incorporation date. The beneficial ownership period starts from the secretary’s appointment, so it may fall on a different date from the annual return anniversary.

Can a Director Be the Company Secretary?

A director can also hold the secretary’s office if that person meets the secretary’s qualifications. Section 242, however, prohibits one person from acting in both capacities in a situation that requires or authorises an action by a director and a secretary.

For a company with a sole director, a separate qualified secretary can avoid difficulties when the law or a corporate process requires both officers to act.

Keep the four roles distinct when planning the company’s budget:

One provider may offer several services, but the secretary appointment does not automatically include all of them.

Resigning or Changing a Company Secretary

A secretary can resign under Section 237, subject to the company’s constitution and appointment terms. The Act addresses notice to the board and specifies when the resignation takes effect. The board may remove a secretary under Section 239 in accordance with the appointment terms or constitution.

Section 240 also prevents the office from being vacant for more than 30 days. Arrange the replacement early enough to complete the appointment, make the Section 58 notification, and hand over the records.

What Should the Outgoing Secretary Hand Over?

Before the transition, ask for a record of outstanding filings and the company’s existing statutory documents. A useful handover file contains:

• Incorporation documents and the constitution, if adopted.
• Registers of members, directors, and secretaries.
• Board and shareholder resolutions and relevant minutes.
• Share issuance and transfer records, where applicable.
• Previous annual returns and pending SSM submissions.
• Beneficial ownership register and supporting information.

Settle document access and any outstanding fees under the service agreement. The incoming secretary needs to know what has already been lodged and what remains due.

How Much Does a Company Secretary Cost in Malaysia?

There is no single professional fee set by the Companies Act for an ordinary annual company secretary retainer. The quote depends on the services agreed and how much corporate activity the company expects.

For budgeting, separate professional fees from SSM government charges. The published government fee for lodging a private company’s annual return is RM150. That does not tell you what the secretary will charge to prepare and manage the submission.

Our vOffice Group Malaysia Incorporation Packages

Our vOffice Group Malaysia registration page publishes two complete company setup packages. These prices cover more than a company secretary appointment.

These are published incorporation package prices, not standalone annual secretarial fees. Confirm the proposed scope, SST-related work, government charges, renewal cost, and any additional services with our team before paying.

Banking assistance refers to introductions and document preparation. It does not guarantee that a bank will approve an account.

What Should You Ask Before Signing a Retainer?

For an existing Sdn Bhd, request a written breakdown of the annual retainer and charges for work outside it. Ask specifically about annual returns, resolutions, changes to directors or shares, beneficial ownership submissions, certified documents, and handover fees.

Prepare for the Appointment Before You Incorporate

Foreign founders can reduce follow-up requests by gathering the ownership information and identification documents the proposed secretary will need. If a foreign company will own the Sdn Bhd, prepare that shareholder’s corporate documents and an ownership chart showing the individuals behind it.

The secretary’s Malaysian citizenship or permanent-residency requirement does not itself set a Malaysian shareholding percentage for your company. Foreign equity eligibility depends on the proposed business activities and any applicable sector-specific conditions.

Our Malaysia company registration and market entry service can help you review the incorporation scope and arrange the relevant corporate secretarial support through our regional delivery model. InvestinAsia is part of vOffice Group, and we work with qualified local professionals where the appointment requires it.