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Disemak oleh Pengamal Bertauliah
Shahrul Nizar Ghazali
Pengarah Eksekutif SASCO · Akauntan Bertauliah & Setiausaha Syarikat Berlesen
MIA No: 39799 · No. Sijil Amalan SSM: 201908001424
Every Sdn Bhd in Malaysia must appoint a company secretary. It is not optional, and it is not a formality you can put off. This guide explains what a company secretary actually does, who qualifies, what the fees look like and how to choose one that will not give you problems later.
Is a Company Secretary Compulsory in Malaysia?
Yes. Under Section 236 of the Companies Act 2016, every company must have at least one company secretary. A newly incorporated company must appoint one within 30 days of incorporation (see our guide on how to register a Sdn Bhd). Failing to do so is an offence, and the company cannot properly lodge statutory documents with SSM without one.The company secretary must be a natural person, aged 18 and above, residing in Malaysia, and either licensed by SSM or a member of a prescribed professional body such as MAICSA, MIA, MACS or the Malaysian Bar.
What Does a Company Secretary Actually Do?
Many business owners think the company secretary just files paperwork. The role goes further than that:
- Statutory compliance. Lodging the annual return, updating SSM on any changes to directors, shareholders, registered address or share capital.
- Board resolutions and minutes. Preparing directors’ and members’ resolutions for bank account openings, share transfers, dividend declarations and major decisions.
- Maintaining statutory registers. Register of members, directors, charges and beneficial ownership records.
- Advising the board. Keeping directors informed of their duties and deadlines under the Companies Act 2016, so the company avoids penalties.
Company Secretary Fees in Malaysia
Most firms charge a monthly retainer covering routine compliance, with separate charges for specific transactions. As a general guide:
- Monthly retainer: commonly around RM60 to RM150 per month for SMEs, depending on the firm and scope
- Annual return lodgement, resolutions, share transfers: usually charged per item
- Registered office address: often bundled with the retainer
Company Secretary vs Accountant vs Tax Agent
These three roles are often confused, and some business owners assume one person covers everything. They are separate functions:
- Company secretary: handles SSM compliance, statutory records and corporate governance under the Companies Act 2016.
- Accountant: maintains your books, prepares management accounts and financial statements, and helps you understand the numbers.
- Tax agent: licensed under the Income Tax Act to handle tax computations, submissions and dealings with LHDN.
Individual vs Firm Company Secretary: Which Should You Choose?
Many business owners don’t realise they have two options for appointing a company secretary: a licensed individual, or a corporate firm with a full team. Both can perform the same statutory duties, but how they operate — and the risks involved — are different.
- Individual.<\/strong> Usually a single person licensed by SSM. The benefit is a consistent, personal point of contact, and cost is usually lower. The risk: if that individual falls sick, takes extended leave, or stops providing services, your company could be left without a company secretary — and a vacancy of more than 30 days alone can already become a compliance issue under Section 236.<\/li>
- Firm.<\/strong> A team of several licensed company secretaries working together, so if one is unavailable, someone else can cover. Firms are also often bundled with accounting, tax and e-Invoice services under one roof, and typically cost 20% to 50% more than an individual because of the team overhead.<\/li> <\/ul> The right choice depends on the size of your company. If your company is small and straightforward and you already know the individual well, an individual appointment can work well. If your company is growing, has multiple shareholders, or you want peace of mind that statutory matters won’t be disrupted by one person’s absence, a firm is usually the safer choice. Switching between the two is straightforward at any time — it only needs a resolution appointing the new secretary and a notice to SSM.
What Happens Without a Company Secretary?
Some owners let the secretary lapse after a fallout with their firm, or simply stop paying the retainer. The consequences build up quietly:
- The company breaches Section 236, and the position cannot stay vacant beyond the permitted period
- Annual returns go unfiled, attracting penalties for the company and directors
- Prolonged non-compliance can lead to SSM striking the company off the register
- Banks and financiers flag the company during due diligence
How to Change Your Company Secretary
A Sdn Bhd can change its company secretary at any time, as long as the change follows SSM’s requirements. Common reasons include poor communication, missed compliance reminders, a business that has outgrown its current provider’s scope of services, or simply wanting better value.
- Appoint a new company secretary.<\/strong> Identify a qualified replacement before removing the current one, so there is no gap in coverage.<\/li>
- Provide company information.<\/strong> The incoming secretary will need your company profile, director details, existing statutory records and prior filings.<\/li>
- Resignation or removal of the existing secretary.<\/strong> Handled through the appropriate corporate procedure, usually guided by the incoming secretary.<\/li>
- Lodge the appointment with SSM.<\/strong> Once resolutions and acceptance documents are complete, the appointment and cessation are filed and statutory records updated.<\/li> <\/ol> In a proper handover, statutory records and relevant corporate documents transfer to the new secretary so compliance continues without interruption. Most of the process is managed by the incoming firm — you mainly need to provide information and sign where required.
- Provide company information.<\/strong> The incoming secretary will need your company profile, director details, existing statutory records and prior filings.<\/li>
How to Choose a Company Secretary
1. Check their credentials
Confirm the individual is SSM-licensed or a member of a prescribed body. Ask which professional body they belong to.2. Look at responsiveness
When you need a bank resolution urgently, a secretary who replies in days instead of hours becomes a real cost. Test their response time before signing up.3. Ask about their systems
Firms using digital tools for document signing and record keeping save you time. Chasing physical signatures for every resolution gets old quickly.4. Consider bundled services
If one firm handles your secretarial work, accounting and tax filing, deadlines get coordinated and nothing falls through the cracks between providers. It is also easier to get advice that looks at the whole picture.5. Watch for red flags
Frequent penalty notices from SSM, unexplained charges, or a secretary who never advises you on anything are all signs to move on. Switching company secretaries is easier than most people think.To verify a secretary’s professional standing or explore the code of conduct governing the profession, see the MAICSA official website.
Whether you’re incorporating for the first time or replacing an underperforming provider, getting a company secretary in Malaysia right from day one saves you real money later.
Looking for a Company Secretary You Can Rely On?
SASCO provides company secretarial services from offices in Petaling Jaya, Kuala Lumpur and Alor Setar, backed by chartered accountants with over 20 years of experience. Incorporation, compliance, accounting and tax under one roof. Contact us or WhatsApp 012-276-9300.
Frequently Asked Questions
Can I be my own company secretary?
Only if you personally hold the required license or professional membership. For most business owners, the answer is no.
Can a company secretary be a director too?
Yes, the same person can hold both roles, provided the secretary requirements are met. One common restriction: where a company has only one director, that sole director cannot also be the secretary for certain purposes.
How do I change my company secretary?
Appoint the new secretary and the outgoing one resigns, with the change lodged with SSM. A competent new firm will manage the handover, including collecting your statutory records from the previous secretary.
When will I actually deal with my company secretary?
More often than you might expect: opening or changing bank accounts, bringing in a new shareholder or director, transferring shares, declaring dividends, changing your registered address or business activity, applying for certain licenses and closing the annual return each year. Each of these needs properly prepared resolutions or lodgements.
Does my company secretary need to be based near me?
Not really. Most secretarial work is handled digitally these days. What matters more is responsiveness and whether the firm keeps your records in order. That said, a firm with a physical office you can visit adds a layer of confidence.
Ready to see packages and pricing? Explore our company secretary services.
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