If you’re wondering how to set up a company in Malaysia or already manage one, you’ll quickly discover that navigating the regulatory and compliance requirements isn’t always straightforward. A Company Secretary in Malaysia is one of the first things you’ll need—legally and practically.
This role is not simply a formality but the cornerstone of successful company registration and long-term compliance. According to the Companies Act 2016, every company must appoint a qualified Company Secretary within 30 days of incorporation. Whether you’re a foreign investor exploring how to start a company or a local entrepreneur expanding your operations, understanding the role of a Company Secretary is essential to avoid penalties, ensure smooth operations, and build a reputable brand.
In Malaysia’s complex corporate environment, corporate secretarial services do more than handle paperwork. A professional Company Secretary ensures proper record keeping, advises on governance, files documents with the Companies Commission of Malaysia (SSM), and keeps the board informed about new laws or compliance risks. For businesses using company incorporation services in Malaysia, having an experienced Company Secretary often comes as part of the package, and for good reason.
This blog explains everything you need to know about the role of Company Secretaries in Malaysia, their legal duties, strategic importance and which best practices help Company Secretaries to stay ahead in Malaysia.
What is a Company Secretary in Malaysia?
As per Section 139A of the Companies Act 1965, every organisation in Malaysia must appoint a company secretary. Under Section 236 of the Companies Act 2016, every company—big or small, local or foreign‑owned—must nominate at least one licensed Company Secretary ordinarily resident in Malaysia. It further states that a qualified company secretary must be appointed within 30 days of its establishment.
The Company Secretary is a named company officer and is personally liable for lapses such as late lodgement of returns or inaccurate registers. A company secretary is a qualified individual who is an officer of a company. The company’s Board of Directors is responsible for appointing a company secretary. This decision must be made carefully after thorough research and interviewing, because a company secretary plays a critical role.
What are the Core Responsibilities of a Company Secretary in Malaysia?
A Company Secretary in Malaysia is far more than an administrative assistant. They serve as a legal gatekeeper, a corporate advisor, and a compliance manager. Let’s explore the three core pillars of their role: compliance, administration, and advisory—each crucial for the company’s legal standing and governance strength.
Ensuring Legal Compliance and Regulatory Filing
A Company Secretary is responsible for keeping your company in line with corporate law in Malaysia. This includes maintaining statutory registers, filing annual returns, and lodging financial statements using the MBRS portal by Suruhanjaya Syarikat Malaysia (SSM).
These tasks are not optional—they help the company avoid fines, enforcement actions, or even being struck off the register.
Managing Corporate Administration Smoothly
From preparing board resolutions to organising AGMs and EGMs, the company secretary ensures that every formal meeting or decision is recorded correctly. They manage board packs, keep minutes up to date, and support directors with the documentation required to make sound decisions promptly.
This role is vital to keeping your internal processes transparent, well-documented, and legally binding.
Providing Strategic Corporate Governance Advice
In today’s evolving business climate, the company secretary also acts as a trusted advisor. They brief the board on fiduciary responsibilities, upcoming SSM regulations, and corporate matters like ESG reporting (Environmental, Social & Governance).
Their insights help the board act responsibly and build a compliant and respected company by investors, regulators, and partners.
For More Information: Company Secretary Services
How does the Companies Act 2016 Regulate Company Secretaries in Malaysia?
The Companies Act 2016 and a raft of SSM Practice Directives spell out precisely who can act, what must be filed, and when. Key sections include:
What Qualifications are Required to Become a Company Secretary in Malaysia?
To become a Company Secretary in Malaysia, you must:
- Be a natural person ordinarily resident in Malaysia.
- Hold membership of a prescribed body such as MAICSA, or be licensed directly by SSM.
- Obtain a practising certificate under Section 241.
Appointment (and removal) is by board resolution, and any vacancy must be filled within 30 days to keep the company compliant.
What Compliances & Deadlines must Company Secretaries in Malaysia meet?
One of the most crucial responsibilities of a Company Secretary in Malaysia is to ensure the company stays fully compliant with statutory deadlines. Missing any of these can lead to severe penalties, reputational damage, and even the company being struck off the register.
Here’s a quick overview of the key compliance requirements and deadlines that Company Secretaries must manage each year:
Which Best Practices Help Company Secretaries Stay Ahead in Malaysia?
Company Secretaries in Malaysia must go beyond fulfilling basic statutory duties to remain effective in their roles. Adopting best practices in an evolving regulatory environment ensures they deliver added value to the organisation and stay ahead of compliance changes.
Here are some key best practices every Company Secretary should follow:
Pursue Continuous Professional Education (CPE)
Staying updated through regular CPE programmes is essential. This helps Company Secretaries stay informed about new SSM guidelines, tax updates, and evolving governance standards. It’s not just about compliance—it’s about ensuring sound advice is always on hand for the board.
Use Cloud-Based Registers and E-Signature Tools
Digital tools help streamline document management, reduce errors, and improve audit trails. Cloud storage allows quick access to statutory registers, while e-signatures minimise processing time and eliminate the hassle of physical paperwork.
Maintain Proactive Stakeholder Communication
Effective Company Secretaries regularly engage with board members, shareholders, and regulators. Communicating essential decisions or changes in advance ensures informed actions are taken without delays or last-minute complications.
Adopting these best practices boosts efficiency and builds a reputation for strong corporate governance, making the Company Secretary a strategic asset to any business in Malaysia.
How to Change a Company Secretary in Malaysia?
Changing Company Secretary in Malaysia is a formal process governed by the Companies Act 2016. Whether the secretary resigns voluntarily or is removed by the board, the company must follow specific legal steps to ensure compliance.
- The board resolves to accept the current Company Secretary’s resignation or to remove them.
- Appointment of a new licensed Company Secretary within 30 days.
- New Company Secretary Lodges Form TMF (Section 58) via MyCoID to update SSM.
- Circularise shareholders and update the statutory register.
Conclusion
When considering starting a company in Malaysia, most entrepreneurs focus on exciting aspects like business plans, products, and marketing. However, staying compliant with the country’s company law is just as important, and that’s where a Company Secretary becomes vital.
The role of a Company Secretary is not just administrative. It is legal, strategic, and operational. A qualified secretary is your first defence against non-compliance, late filing penalties, director disqualification, or company deregistration. More importantly, they are instrumental in building a governance, accountability, and transparency culture—values that investors, partners, and regulators deeply respect.
At 3E Accounting Services, we provide complete company incorporation services in Malaysia, including professional Company Secretary support. We simplify the company registration process, help you manage statutory obligations, and ensure you never miss a deadline.
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Frequently Asked Questions
Yes, foreign companies setting up in Malaysia must appoint a locally licensed Company Secretary to handle SSM compliance and governance.
In some cases, yes—if the company has only one director, they cannot act as the secretary. However, in companies with more than one director, one of them can serve as both, provided they meet the qualifications.
You can appoint a Company Secretary through a board resolution. The appointment must be lodged with SSM via the MyCoID portal. Many business owners use company incorporation services in Malaysia to manage this process.
To be licensed, a Company Secretary must be a member of a recognised professional body (e.g., MAICSA, MIA) or hold a valid practising certificate from SSM.
Failing to appoint a Company Secretary is a breach of the Companies Act 2016. This could lead to fines and the company being struck off from the SSM register.
Yes, in some companies, especially larger ones, the Company Secretary may advise the board on ESG (Environmental, Social, Governance) disclosures to ensure compliance and transparency.
Abigail Yu
Author
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.
