One authorised officer may authenticate a company document in Malaysia, but the wrong signatory can still cause defects. The 2019 amendments to the Companies Act 2016 clarified which documents Section 66 covers.
In this guide, we explain what Section 66 requires. We cover who may sign for a company in Malaysia. We explain how the common seal and electronic signatures fit in. We also outline the SSM fees and deadlines for 2026. Finally, we clear up the mix-up behind every search for the 'companies act 2019'.
Is There a Companies Act 2019 in Malaysia?
No — the governing statute for companies in Malaysia is the Companies Act 2016 (Act 777), which came into force on 31 January 2017 and repealed the Companies Act 1965.
People who search for a 'company act 2019' are almost always looking for the 2016 Act. The Companies (Amendment) Act 2019 amended the Companies Act 2016; it did not replace it.
The year in an Act's short title records when the law was passed, not when it begins to operate. Company law reforms since 2017 have arrived as amendments to the Companies Act 2016, not as a replacement Act.
Section 66 sits inside that 2016 Act. The execution rules below reflect the position as at 2026, including fees confirmed on SSM's published schedule.
What Does Section 66 of the Companies Act 2016 Say?
Section 66 allows a document or proceeding requiring authentication to be signed by an authorised officer, including a director, secretary or other person approved by the board.
Section 66 sets out routes for company execution and authentication; electronic signatures are governed separately by applicable electronic-transactions law.
A company may execute a document by affixing its common seal, subject to the conditions or limitations in its constitution and any applicable law.
A 'proceeding' is treated like a document. A document or proceeding requiring company authentication may be signed by an authorised officer, but court filings must also comply with the applicable court rules.
One boundary applies. Section 66 governs companies incorporated or registered under the Companies Act 2016; limited liability partnerships follow the Limited Liability Partnerships Act 2012, and our LLP formation guides cover that separate signing regime.
1. Documents and Proceedings Covered
Section 66 applies to documents required by written law, resolution, agreement or constitution to be executed under that section; other company contracts may be made by an authorised person under section 64. It extends to formal proceedings where the company is a party, such as papers filed in litigation.
2. Modes of Signature Recognised
A signature may take different forms, but an electronic signature must satisfy applicable legal requirements, including identification, approval and reliability requirements where the Electronic Commerce Act 2006 applies.
3. The Effect of Proper Execution
Authentication under Section 66 lets one authorised signatory authenticate a document or proceeding. Formal execution without a seal requires two authorised officers (one a director) or a witnessed sole director. A document executed in accordance with Section 66 binds the company. Counterparties may rely on it without demanding the seal.
Who Can Sign a Document on Behalf of a Company in Malaysia?
A board-approved authorised officer, including a director, secretary or other person, may authenticate a document under Section 66. Formal execution without a seal requires two authorised officers (one a director) or a witnessed sole director.
This still surprises many boards. The habit of requiring two directors to sign for authentication comes from bank practice and pre-2017 routine. It does not come from the statute. For formal execution without a seal, the Act requires two authorised officers, one of whom must be a director.
The board remains in control. A resolution stating who may sign, for which documents and up to what value is the cleanest protection. Corporate groups often go further with powers of attorney — a tool multinational companies in Malaysia frequently grant to local officers.
1. Any One Director
For authentication under Section 66, a sole director signs validly and nothing in Section 66 requires two signatories. For formal execution without a seal, two authorised officers (one a director) must sign, or a sole director must sign before a witness. Multi-director boards usually pair the signature with a resolution recording approval of the transaction.
2. The Company Secretary
The secretary may authenticate documents, which is why secretarial filings and notices routinely carry that signature. The role carries its own statutory qualification requirements in Malaysia.
3. Other Authorised Officers
An officer authorised by the board — a financial controller or country manager, for example — may also sign. Keep evidence of the authorisation, such as a resolution or power of attorney, with the executed document.
Execution Methods Under Section 66 at a Glance
| Execution route | Who signs or attests | Common seal | Typical use |
|---|---|---|---|
| Authentication by a director | Any one director | Not required | Contracts, agreements and statutory forms requiring authentication |
| Authentication by the secretary | The company secretary | Not required | Secretarial filings, notices and certificates |
| Authentication by an authorised officer | An officer authorised by the board | Not required | Operational documents and routine correspondence |
| Execution under common seal | Two directors, or a director and the secretary | Used | Deeds, bank mandates and overseas-facing documents |
When Does a Company Need Its Common Seal in Malaysia?
No company needs a common seal any more — but a company that chooses to use one must observe the witnessing rule in Section 66.
The Companies Act 1965 required every company to have a common seal. The 2016 Act made the seal optional, and many newly incorporated companies now operate without one.
Where a seal is used, the rule is unchanged: it must be affixed in the presence of two directors, or one director and the secretary, who attest the affixation. The 2016 Act also requires the seal to bear the company's name and registration number.
Counterparties occasionally still ask for a seal. Certain banks, overseas contracting parties and deed-driven transactions remain more comfortable with a sealed document, and a company's constitution may retain its own seal provisions.
1. The Seal Is Optional, the Witnessing Rule Is Not
A company may adopt or retire its seal by board decision, subject to its constitution. Once a seal is used, apply the witnessing rule strictly or the execution is open to challenge.
2. Where a Seal Still Makes Sense
Deeds, documents sent abroad and bank mandates are the usual cases. Where a counterparty or an overseas jurisdiction expects a seal, having one avoids friction.
3. The Constitution Governs Internally
A constitution requiring two signatories or the seal for certain documents binds the company internally. Third parties contracting in good faith are protected by the ordinary rules of corporate capacity, but internal discipline protects the board.
Are Electronic Signatures Valid for Company Documents in Malaysia?
Yes. Section 66 recognises signatures that are written, electronic or in any other mode of representation. Electronic authentication can bind a company. Formal execution without a seal still requires two authorised officers (one a director) or a witnessed sole director.
In practice, e-signing works well for commercial contracts and internal approvals, and scanned executed copies are now standard. Statutory lodgement is already digital: SSM's systems accept documents signed and lodged electronically by company officers.
Keep three limits in view:
- Where another written law requires a digital signature, the Digital Signature Act 1997 regime applies.
- Banks, land offices and some regulators may still insist on wet-ink signatures or the seal.
- Authorisation records should be kept for every electronically signed document.
Much of this workflow is being automated by service providers. The technologies behind our projects show how signing, approval and lodgement steps can be streamlined end to end.
Companies Act 1965 vs Companies Act 2016: Document Execution
| Point | Companies Act 1965 (repealed) | Companies Act 2016 (in force since 31 January 2017) |
|---|---|---|
| Common seal | Every company had to have one | A company may choose whether to have one |
| Authentication | A director, the secretary or another authorised officer could sign | Same position, restated in Section 66 |
| Signature mode | Written, or affixed by mechanical means | Written, electronic or any other mode of representation |
| Seal witnessing | Affixed in the presence of two directors, or a director and the secretary | Unchanged where the company elects to use a seal |
What Is the Correct Process for Executing a Company Document?
Check the constitution, record authorisation, sign in a recognised mode, apply the seal only if the company elects to, then stamp and lodge on time.
The steps below reflect how we run execution reviews for clients. Built into a routine, they take minutes; skipped, they cause disputes.
Step 1: Read the Constitution First
Check whether the constitution adds conditions — a second signatory, use of the seal, or thresholds above which board or shareholder approval is needed. It governs internal compliance.
Step 2: Record the Board's Authorisation
Pass a resolution approving the transaction and naming the signatory. Private companies may pass board resolutions in writing under the 2016 Act.
Step 3: Sign and Date the Document
For authentication, one director, the secretary or an authorised officer signs. For formal execution without the common seal, two authorised officers — one being a director — sign, or a sole director signs before a witness. An electronic or stamped signature may be accepted if it represents the signatory's signature.
Step 4: Affix the Common Seal Only If Elected
If the company uses its seal, two directors or a director and the secretary witness the affixation. Keep the seal under controlled custody.
Step 5: Stamp, Lodge and File
Charge instruments must be lodged with SSM within 30 days of execution. Many agreements also attract stamp duty, which we handle through our e-stamping service, and each executed original should be filed with its authorisation trail.
What Are SSM's 2026 Filing Fees and CRS Transition Arrangements?
For 2026, registering a charge costs RM300 for a company and RM500 for a foreign company, a private company's annual return is RM150, and statutory lodgement now runs through SSM's new Corporate Registry System (CRS).
These figures come from SSM's published Table of Fees, current as at 2026, and apply to documents that companies execute and then lodge:
- Charge registration under sections 352, 354, 355 or 356 — RM300 for a company and RM500 for a foreign company.
- Notice of assignment or variation of a charge (section 359) — RM100 for a company and RM300 for a foreign company.
- Particulars of satisfaction, release or cessation of a charge (section 360) — RM50 for a company and RM150 for a foreign company.
- Annual return (section 68) — RM150 for a private company and RM500 for a public company.
- Certification of a lodged document — RM10.
The delivery channel changed during 2026. CRS Phase 1 went live on 14 July 2026 for lodgement of companies' statutory documents, after counters had reopened on 30 June 2026 at 3.00 pm following the earlier MyCoID closure from 20 to 30 June.
SSM then closed MyCoID, e-Secretary and counter services from 7 July 2026 for final CRS preparations. It also granted relief: late lodgement fees are waived for documents due between 14 July and 30 September 2026 when submitted under CRS, as its FAQ on the resumption of its system and counter services confirms.
SSM Lodgement Fees for Executed Documents in 2026
| Lodgement | Provision | Fee (RM) |
|---|---|---|
| Registration of a charge (company) | Sections 352, 354, 355 or 356 | 300 |
| Registration of a charge (foreign company) | Sections 352, 354, 355 or 356 | 500 |
| Notice of assignment or variation of a charge | Section 359 | 100 (company); 300 (foreign company) |
| Notice of satisfaction, release or cessation of a charge | Section 360 | 50 (company); 150 (foreign company) |
| Annual return (private company) | Section 68 | 150 |
| Annual return (public company) | Section 68 | 500 |
| Audited financial statements (private company) | Section 259 | 50 |
| Certification of a lodged document | General | 10 |
What Happens If a Company Document Is Improperly Executed?
Poor execution can leave a document unenforceable against the company, see it rejected by SSM or a bank, and expose officers to penalties where lodged papers are inaccurate.
The commercial risk comes first. A signature by an unauthorised person may not bind the company, which is why counterparties ask for constitutional documents and board resolutions before releasing funds.
Then the statutory risk. Under the 2016 Act, lodging a document with the Registrar that contains false or misleading information is an offence carrying heavy fines and possible imprisonment. A company secretary's review before lodgement is the usual safeguard.
Four habits prevent most disputes:
- Keep a signing matrix approved by the board.
- Pair major documents with a resolution approving them.
- Have the company secretary witness or review execution of sensitive documents.
- File every executed original with its authorisation trail.
If a signature's validity is uncertain, contact us before the counterparty asks.
Conclusion
Section 66 keeps authentication simple. One authorised signature authenticates a document. Formal execution without a seal requires two authorised officers including a director (or a witnessed sole director). The common seal is optional and electronic signature modes are recognised. The surrounding discipline does the real work — constitution checks, board authorisation, correct witnessing where a seal is used, and timely stamping and lodgement with SSM.
The 2026 environment adds a further layer. CRS now carries statutory lodgement, the July 2026 transition briefly closed MyCoID and counters, and late-lodgement relief ran until 30 September 2026. The SSM fee schedule in this guide shows what each filing costs today.
At 3E Accounting Malaysia, our corporate secretarial team drafts resolutions, maintains signing matrices, executes documents and lodges them with SSM. As a Corporate Services Provider backed by the 3E Accounting International Network across more than 110 countries, we combine professional expertise with automation and 24/7 support so you can sign, stamp and file with confidence.
Get Every Document Signed Right the First Time
Our corporate secretarial team reviews constitutions, prepares board resolutions and handles SSM lodgement under the Companies Act 2016.
Frequently Asked Questions
No. The governing statute is the Companies Act 2016 (Act 777), in force since 31 January 2017. Searches for a 'companies act 2019' almost always mean the 2016 Act, which has been amended rather than replaced.
No. The seal is optional under the Companies Act 2016. A document signed by one director, the secretary or an authorised officer is validly authenticated under Section 66; for formal execution without a seal, two authorised officers (one a director) must sign, or a sole director must sign before a witness. If a seal is used, it must be affixed in the presence of two directors or a director and the secretary.
Yes, for a contract entered under the company's authority, one director may sign alone if the constitution and any board controls permit it. For formal execution of a document under Section 66 without a seal, two authorised officers (one a director) must sign, or a sole director must sign before a witness. In practice, boards pair major contracts with a resolution, and banks may still require two authorised signatories.
Yes. Section 66 recognises written, electronic and other modes of signature, so e-signed contracts can bind a company. Some registries and banks still require wet ink, and where a digital signature is legally required, the Digital Signature Act 1997 applies.
Per SSM's 2026 Table of Fees, registering a charge costs RM300 for a company and RM500 for a foreign company, a private company's annual return is RM150, and certifying a lodged document costs RM10. Late-lodgement fees were waived for documents due between 14 July and 30 September 2026.
Abigail Yu
Director
Abigail Yu oversees executive leadership at 3E Accounting Group, leading operations, IT solutions, public relations, and digital marketing to drive business success. She holds an honors degree in Communication and New Media from the National University of Singapore and is highly skilled in crisis management, financial communication, and corporate communications.
