After incorporating a Sdn Bhd, many foreign founders assume a "company secretary" is an administrative assistant. In Malaysia it is neither optional nor clerical: the company secretary is a licensed statutory officer required by the Companies Act 2016 — and without one, the company and every director are in breach. Here are the qualification rules, the 30-day appointment deadline, the actual duties and what it costs.
What is a company secretary?
The company secretary is the statutory bridge between your company and the regulator, SSM (Companies Commission of Malaysia). Far from "paperwork help", they are the compliance officer who keeps the company aligned with the Companies Act 2016 — director changes, share transfers, annual returns and board resolutions all pass through their hands. For a newly landed foreign company, the secretary is usually your first real compliance partner in Malaysia.
The legal requirement: the 30-day rule
| Requirement | Deadline |
|---|---|
| Appoint at least 1 company secretary | Within 30 days of incorporation |
| Notify SSM (Section 58, via MyCoID) | Within 14 days of the appointment |
Who qualifies to act as company secretary?
You cannot simply nominate anyone. Under Section 235 of the Companies Act 2016, the secretary must:
- be a natural person aged 18 or above;
- be a Malaysian citizen or permanent resident who ordinarily resides in Malaysia; and
- hold one of two qualifications: a licence issued by SSM under Section 20G of the Companies Commission of Malaysia Act 2001, or membership of a prescribed professional body (MAICSA, MIA, the Malaysian Bar, MACS, MICPA and others in the Fourth Schedule) with a valid practising certificate issued under Section 241.
What the secretary actually does
| Area | Typical work |
|---|---|
| Statutory registers | Maintain registers of directors, members and beneficial owners |
| SSM filings | Annual Return, changes of directors / shareholders / registered address |
| Meetings & resolutions | Prepare board and shareholder resolutions, minutes |
| Share matters | Share issues, transfers and capital changes |
| Compliance calendar | Track statutory deadlines and prevent late-filing penalties |
How much does it cost?
Company secretarial service in Malaysia is billed as an annual retainer; the range depends on company complexity and transaction volume. Routine upkeep (annual return, ordinary changes) sits in the fixed fee, while one-off matters — share restructuring, capital increases, board changes — are usually charged per event. Foreign-owned companies, with cross-border shareholders and heavier due-diligence needs, should pick a firm that genuinely understands foreign structures.
How foreign companies should choose
- Licensed — confirm SSM licence or prescribed-body membership with a practising certificate;
- Foreign-structure fluent — comfortable with 100% foreign ownership, offshore shareholders and work-pass planning;
- Bilingual — Mandarin and English support avoids costly misunderstandings;
- One-stop — incorporation, licensing, accounting and tax under one roof beats juggling vendors.
To see where the secretary fits in the wider setup sequence, read our guide to registering a Sdn Bhd as a foreigner. ONEKEY BIZ bundles a licensed company secretary with incorporation, accounting and tax — transparent fixed fees, Mandarin & English support. Get a fixed quote or browse all services.
Frequently asked questions
Is a company secretary mandatory for a Malaysian company?
Yes. Under the Companies Act 2016, every company must appoint at least one qualified company secretary within 30 days of incorporation; otherwise the company and every director commit an offence.
Who qualifies to act as company secretary in Malaysia?
A natural person aged 18+, a Malaysian citizen or PR ordinarily residing in Malaysia, who is either licensed by SSM under Section 20G or a member of a prescribed body (MAICSA, MIA, the Malaysian Bar, etc.) holding a valid Section 241 practising certificate.
Can a foreigner be the company secretary of a Sdn Bhd?
No — the secretary must be a Malaysian citizen or permanent resident ordinarily residing in Malaysia. Foreign-owned companies appoint a licensed local secretarial firm instead.
Sources & references
This article is general information only, not legal, tax or immigration advice. Policies, thresholds and official fees are set by the relevant Malaysian authorities and may change. Talk to our consultants about your specific situation.