Not Sure If Your Company’s Statutory Registers Are Complete?
Let SASCO review and manage your company’s statutory registers to ensure full compliance with the Companies Act 2016 — including a Section 78 notice if applicable.
Every Sdn Bhd in Malaysia is required to keep several such registers and documents throughout the company’s lifetime — not just at incorporation. Many directors don’t even realise these registers exist until an issue comes up, such as during due diligence for a company sale or an SSM compliance check.
Short answer: mandatory statutory registers include the register of members, register of directors & secretaries, register of charges, and board/general meeting minute books. Under Section 78 of the Companies Act 2016, these registers must be kept at the company’s registered office, or at another place in Malaysia managed by a registered Company Secretary — provided SSM is formally notified of that location.
This article breaks down every statutory register your company is required to keep, the Section 78 requirement in detail, and other statutory forms that commonly need to be filed throughout a company’s life.
What Are Statutory Registers & Forms?
These are official records that the Companies Act 2016 requires every company to keep and update. Statutory forms are documents/notices that must be filed with SSM to notify any change in the company’s information. Together, these form the backbone of your company’s corporate compliance.
Section 78 of the Companies Act 2016: Location of Registers, Documents or Records
Section 78 of the Companies Act 2016 sets out where a company’s statutory registers and records may be kept. By default, all of them must be kept at the company’s registered office.
However, Section 78 allows a company to keep these registers at another place in Malaysia — typically at the office of the Company Secretary firm managing the company — provided that:
- The location is in Malaysia.
- The company lodges a notice with the Registrar (SSM) stating the actual location where the registers/records are kept.
- Any subsequent change of location is also notified to SSM.
This matters in practice because most SMEs engage an external Company Secretary firm (like SASCO) to manage their corporate compliance, and these are typically kept at that firm’s office — not at the company’s business premises. Section 78 is the legal basis that permits this arrangement, provided the correct notice is filed with SSM.
List of Statutory Registers Every Company Must Keep
| Statutory Register | Contents |
|---|---|
| Register of Members | Names, addresses, and number/type of shares held by each shareholder |
| Register of Directors, Managers & Secretaries | Personal details and appointment/resignation dates |
| Register of Directors’ Shareholdings | Shares and interests held by directors in the company or related companies |
| Register of Charges | Details of mortgages/charges over company assets (e.g. secured bank loans) |
| Minute Books | Records of board meeting minutes and shareholder general meeting minutes |
| Register of Beneficial Ownership | Information on the company’s true beneficial owners behind the shareholder structure |
For a full explanation of beneficial ownership requirements, read Beneficial Ownership Reporting Malaysia: What Every Company Must Know.
Other Statutory Forms Commonly Filed
Beyond internal registers, several notices and forms must be filed with SSM via the MBRS portal whenever there’s a change, or at set intervals:
- Registered Office Notice (Section 46) — when a company changes its registered office address.
- Register Location Notice (Section 78) — when they are kept somewhere other than the registered office, or when that location changes.
- Annual Return (Section 68) — mandatory annual filing within 30 days of the company’s incorporation anniversary. (Read the full guide at Annual Return for a Sdn Bhd in Malaysia: Complete Guide)
- Notice of Director/Secretary Change — when a director or secretary is appointed or resigns.
- Financial Statements (Section 259) — lodgement of annual financial statements.
What Happens If a Company Fails to Keep Proper Statutory Registers?
Failing to maintain complete and accurate registers — or failing to file a Section 78 notice when registers are kept outside the registered office — is an offence under the Companies Act 2016. This can expose the company and its officers (directors/secretary) to enforcement action by SSM.
In practice, problems most commonly surface during:
- Due diligence for a company sale or investment — buyers/investors will request to review all company records.
- Bank financing applications — banks commonly request an up-to-date copy of the register of members and directors.
- Random inspections or compliance audits by SSM.
Who Is Responsible for Keeping a Company’s Statutory Registers?
In practice, a registered Company Secretary is most commonly tasked with keeping and updating these on the company’s behalf, although ultimate legal responsibility still rests with the directors. This is because a Company Secretary has the expertise and systems to ensure the registers stay up to date with any changes in the company.
To understand the full scope of a Company Secretary’s role, read Company Secretary Duties in Malaysia Explained.
How Can SASCO Help?
SASCO manages the keeping and updating of all your company’s registers, including filing a Section 78 notice with SSM where required, so your company stays fully compliant with the Companies Act 2016.
Our services include:
- Maintaining & updating company registers (members, directors, charges)
- Lodging Section 78 notices and other statutory notices with SSM
- Preparing board and shareholder meeting minute books
- Comprehensive company compliance health checks
Not sure if your company’s statutory registers are complete and up to date?
Contact SASCO for a free compliance review.
Official References
Section provisions and lodgement requirements may be updated by SSM from time to time. Confirm with SSM or your registered Company Secretary.
Frequently Asked Questions
What is Section 78 of the Companies Act 2016?
Section 78 sets out where a company’s registers, documents or records may be kept — either at the registered office, or at another place in Malaysia provided SSM is formally notified.
Can statutory registers be kept at a Company Secretary’s office instead of the company’s premises?
Yes, provided that location is in Malaysia and the company files a notice with SSM stating the actual location where the registers are kept, per Section 78.
What are the main statutory registers every Sdn Bhd must have?
Register of members, register of directors & secretaries, register of directors’ shareholdings, register of charges, and minute books.
Who usually manages a company’s statutory registers?
A registered Company Secretary is usually tasked with keeping and updating these on the company’s behalf, although ultimate legal responsibility remains with the directors.
What happens if a company fails to keep proper statutory registers?
It’s an offence under the Companies Act 2016 that can expose the company and its officers to enforcement action by SSM.
When are statutory registers most commonly reviewed by outside parties?
Most often during due diligence for a company sale/investment, bank financing applications, and SSM compliance inspections.
Does a Section 78 notice need to be re-filed if the register location changes?
Yes. Any change in the location where they are kept must be re-notified to SSM.
What’s the difference between the register of members and the register of beneficial ownership?
The register of members records who officially holds shares, while the register of beneficial ownership records who the true (real) owner is behind the shareholder structure, including when shares are held on behalf of someone else.
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