Company Secretary in Malaysia: Appointment, Duties, and Penalties

Every company incorporated in Malaysia must appoint at least one company secretary in Malaysia, and the role is not optional or ceremonial. Section 235 of the Companies Act 2016 requires that secretary to be a natural person, at least 18 years old, and a Malaysian citizen or permanent resident who ordinarily resides in the country.¹ The position cannot sit vacant for more than 30 days, and both the company and its directors face fines of up to RM 50,000 if the appointment lapses or is mishandled.

Who Can Be Appointed as Company Secretary

The residency rule has no workaround. A foreigner living outside Malaysia cannot serve as company secretary, no matter what qualifications they hold. The person must ordinarily reside in Malaysia and be either a citizen or a permanent resident.¹

On top of residency, Section 235(2) requires the person to either be a member of one of the professional bodies listed in the Fourth Schedule of the Act, or hold a licence issued by the Companies Commission of Malaysia (SSM) under Section 20G of the Companies Commission of Malaysia Act 2001.² The seven approved professional bodies are:

Chartered Secretaries Malaysia (MAICSA)
Malaysian Institute of Accountants (MIA)
Malaysian Bar
Malaysian Association of Company Secretaries (MACS)
Malaysian Institute of Certified Public Accountants (MICPA)
Sabah Law Society
Advocates Association of Sarawak

Anyone who is not a member of one of these bodies must apply to SSM for a licence before they can act as a secretary.

Section 238 disqualifies certain individuals from the role. Typical grounds include undischarged bankruptcy and convictions involving fraud or dishonesty. Note that directors have their own separate disqualification rules under Sections 244 and 247; those do not apply to secretaries.

The Practising Certificate

Membership in a professional body is not, by itself, enough to act. Under Section 241, every person who wants to serve as a company secretary must first register with the Registrar and obtain a practising certificate.³ The Registrar maintains a register of secretaries with each holder’s name, residential and business address, and qualification details. Acting as secretary without a valid practising certificate is an offence under Section 241(8).

What a Company Secretary Actually Does

The role sits at the center of a company’s compliance work. The secretary keeps the corporate paperwork in order and makes sure filings reach SSM on time. That may sound routine, but the penalty exposure attached to it is not.

Statutory Registers and Meeting Records

The secretary maintains the registers required under the Companies Act 2016, including the register of members (Section 50), the register of directors, managers, and secretaries (Section 57), and the register of debenture holders (Section 60).¹ These must be kept current and are open to inspection. The secretary also records minutes of board and general meetings, which form the official record of corporate decisions and can be scrutinized in audits or legal disputes.

Annual Return and Financial Statements

Every company must lodge an annual return with SSM within 30 days of the anniversary of its incorporation date. The secretary prepares and submits the return along with the company’s audited financial statements. Missing the deadline is an offence carrying fines of up to RM 50,000 and a further penalty of up to RM 1,000 per day for a continuing offence. If a company misses its annual return for three or more consecutive years, SSM may strike it off the register.

Meeting Notices

The secretary issues notices for annual general meetings, ensuring shareholders, directors, and auditors receive at least 21 days’ notice. Improper notice can invalidate the resolutions passed at the meeting.

Document Execution

Under the Companies Act 2016, a common seal is optional. Where a company does not use one, documents can be validly executed by the signatures of at least two authorized officers, one of whom must be a director. The company secretary counts as an authorized officer, which makes them a routine signatory on formal documents. Where a seal is kept, the secretary usually manages its safekeeping and proper use according to the company’s constitution.

Anti-Money Laundering and Beneficial Ownership Duties

Two recent regulatory changes have expanded the role well beyond traditional secretarial work. Anyone using a company secretary in Malaysia, or acting as one, needs to know about both.

AMLA Reporting Institution Status

As of 1 January 2026, company secretaries holding practising certificates under Section 241 are classified as Reporting Institutions under the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (AMLA 2001).⁴ That classification brings four practical duties:

Conduct customer due diligence, identifying and verifying clients and their beneficial owners, with enhanced checks for politically exposed persons and higher-risk clients.
Detect and file Suspicious Transaction Reports when irregular activity is identified.
Apply a risk-based approach, including institutional risk assessments and customer risk profiles.
Maintain a compliance program covering a designated compliance officer, written policies, employee screening, and regular training.

Failure to comply with AMLA obligations can result in criminal prosecution alongside financial penalties.⁴

Beneficial Ownership Register

Separately, the Companies (Amendment) Act 2024, enforced on 1 April 2024, introduced a framework requiring companies to identify, verify, and maintain information about their beneficial owners. The secretary works with directors to take reasonable steps to identify these owners, create and maintain a beneficial ownership register, and submit the information through SSM’s e-BOS system.⁵

Beneficial ownership information must also be submitted with the company’s annual return. Failure to disclose under Section 60C carries a maximum fine of RM 50,000.⁵

Appointing, Replacing, or Removing a Secretary

Before the appointment is formalized, the incoming secretary signs a statutory declaration under Section 236(3). That declaration confirms the person is qualified under Section 235, is not disqualified under Section 238, and consents to act as secretary of the named company. It also captures the person’s name, NRIC number, contact details, and licence or professional body membership number.⁶

Under Section 58, the company must notify SSM within 14 days of a person becoming or ceasing to be secretary. The notification is filed through SSM’s portal and specifies the person’s full name, address, and any other occupation.³ A board resolution is not required. SSM’s own guidance confirms resolutions must be attached only when there is a change in the appointment or removal of a director, not a secretary.⁷

Missing the 14-day window is expensive. Section 58(4) imposes a fine of up to RM 50,000 on the company and every officer in default, with an additional daily fine of up to RM 500 for each day the offence continues after conviction.³

Resignation

A secretary may resign by giving notice to the board under Section 237(1). The resignation takes effect 30 days after the notice, or at the end of any period specified in the company’s constitution or in the secretary’s terms of appointment.⁸

Section 237(2) provides a safety valve when the directors have become unreachable. If none of the directors can be contacted at their last known residential address, the secretary may notify the Registrar directly. The resignation then takes effect 30 days from the lodgement of that notice, with supporting evidence such as returned correspondence attached.⁸ Since secretaries carry personal liability for non-compliance, this route matters for anyone stuck at a dormant or abandoned company.

The 30-Day Vacancy Rule

However the vacancy arises, Section 240 requires the company to fill the position within 30 days.¹ When an outgoing secretary hands over, all statutory documents, registers, and the company seal (if one exists) should be transferred to the incoming secretary or the directors.

Practising Certificate Renewal and CPE

A practising certificate is valid for one year on first issue. Renewal certificates are valid for up to three years.² Renewal applications must be submitted at least 30 days before expiry. To qualify for renewal, a secretary must:

Continue to meet the Section 235 qualification requirements and remain outside the Section 238 disqualifications.
Be deemed fit and proper by the Registrar.
Accumulate 20 Continuing Professional Education hours per year, using only courses that count toward the total.
Have served as a named secretary in at least one company during the preceding certificate period.

If a secretary fails to apply for renewal within 12 months after the certificate expires, the Registrar revokes it entirely. The person would then need to submit a new application from scratch, as if they had never held a certificate.²

Penalties at a Glance

The penalty provisions are scattered across the Act. The main exposure points for companies and directors:

Failing to appoint a secretary under Section 235(4). Both the company and every director commit an offence. Where the section does not state a specific fine, the general penalty in Section 588 applies: up to RM 50,000 for an individual, up to three years’ imprisonment, or both, and up to RM 50,000 for a company.⁹
Failing to notify SSM of a change in secretary within 14 days under Section 58(4). Fine of up to RM 50,000, plus up to RM 500 per day for a continuing offence.³
Late or missing annual return. Fine of up to RM 50,000, plus up to RM 1,000 per day for a continuing offence. Three consecutive years of non-compliance can lead to the company being struck off.
Failing to disclose beneficial ownership under Section 60C. Maximum fine of RM 50,000.⁵
Acting as secretary without a valid practising certificate under Section 241(8). An offence under the Act, subject to the general penalty.³

Directors bear personal exposure for most of these offences. For a smaller company, a single RM 50,000 penalty easily dwarfs a year of qualified secretarial fees, and treating the role as optional is not just the company’s problem, but the directors’ as well.

1
Companies Commission of Malaysia. Malaysia Code – Companies Act 2016
2
Companies Commission of Malaysia. Guidelines Relating to Practising Certificate for Secretaries Under Section 241 of the Companies Act 2016
3
Companies Commission of Malaysia. Malaysia Companies Act 2016
4
Suruhanjaya Syarikat Malaysia. Duties and Responsibilities of Company Secretaries as Reporting Institutions Under AMLA 2001
5
Suruhanjaya Syarikat Malaysia. The Beneficial Ownership Reporting Framework of Companies in Malaysia
6
Suruhanjaya Syarikat Malaysia. Companies Act 2016 Section 236(3) – Declaration by a Person Before Appointment as Secretary
7
Suruhanjaya Syarikat Malaysia. Notification of Particulars and Change in Register of Directors, Manager and Secretaries
8
Suruhanjaya Syarikat Malaysia. Companies Act 2016 Section 237 – Resignation of Secretary
9
Companies Commission of Malaysia. Malaysia Code – Companies Act 2016 – Section 588 General Penalty