Quick answer
Every Malaysian company must have at least one company secretary at all times (Companies Act 2016, s.235), and a vacancy must be filled within 30 days. The secretary must be a licensed secretary or a member of a prescribed professional body (s.236). Our annual service makes a licensed secretary your named company secretary and keeps your records and SSM filings in order.
Last reviewed： · Reviewed by：ONEKEY BIZ compliance team
01
Overview
The company secretary is a statutory officer, not an optional adviser. Section 235 of the Companies Act 2016 requires every company to have at least one secretary, who must be a natural person ordinarily resident in Malaysia, and Section 236 requires that person to hold a practising certificate from SSM or be a member of a prescribed professional body.
The secretary keeps the company legally in good standing: maintaining the statutory registers, preparing and certifying resolutions, lodging changes with SSM on time, reminding the board of annual return and financial-statement deadlines, and holding the company's records at the registered office.
Most compliance problems we are asked to fix — unlodged director changes, missed annual returns, registers that do not match SSM — trace back to a secretary who only filed when asked. An annual service means someone owns the calendar.
Who needs this
- Every Sdn. Bhd. from incorporation onwards
- Companies unhappy with an unresponsive current secretary
- Foreign-owned companies that need Mandarin and English support
- Companies with overdue filings to regularise
02
Why every Sdn. Bhd. must have one, by law
A company secretary is not an administrative convenience in Malaysia — it is a statutory office. Section 236 of the Companies Act 2016 requires every company to appoint at least one company secretary within 30 days of incorporation, and the appointment must be notified to SSM within 14 days of being made. Failing to appoint carries a penalty of up to RM50,000.
The person appointed must be qualified. Since 15 March 2019, anyone acting as a company secretary must hold a practising certificate issued by SSM under Section 241 of the Act — either as a member of a prescribed professional body or through a licence from the Registrar. A certificate is issued for a fixed period and has to be renewed, so a secretary whose certificate has lapsed cannot validly act.
This is worth checking rather than assuming. If your company secretary's practising certificate has expired, the filings made in that period are exposed and the company is technically without a secretary. Ask for the certificate number and its validity dates — a practising secretary will produce them without hesitation.
- DAY 0IncorporatedNotice of Registration issued by SSM
- WITHIN 30 DAYSAppoint secretarySection 236 Companies Act 2016
- WITHIN 14 DAYSNotify SSMOf the appointment just made
- ONGOINGStatutory registersMembers, directors, beneficial owners
- EVERY YEARAnnual returnSection 68, within 30 days of the anniversary
Penalty for failing to appoint a company secretary: up to RM50,000.
03
What the secretary is actually responsible for
The visible work is the annual return under Section 68 and the resolutions that accompany board and shareholder decisions. The less visible work is the statutory registers — members, directors, beneficial owners, charges — which have to be accurate and current, because under the Corporate Registry System these are what the register reflects and what a bank, an auditor or a buyer will inspect.
Then there are the deadlines that attach to events rather than to the calendar. A change of director, registered address, company name or constitution each carries its own lodgement window running from the day the change takes effect, and those windows are short. Most compounds a small company collects come from event-driven deadlines nobody was tracking, not from the annual return.
A working secretary also says no. Advising that a proposed dividend fails the solvency test, that a share transfer needs a pre-emption waiver first, or that a resolution has been drafted for the wrong organ of the company is where the office earns its keep — and it is the part that disappears when secretarial work is treated as a filing service priced at the lowest number on the market.
04
Documents you need to prepare
For a new appointment
- SSM company profile
- Existing statutory registers and past resolutions from the previous secretary
- Constitution, if any
Owners & directors
- IC or passport of directors and shareholders
- Contact details of the person in charge
- Switching from another secretary is handled as a separate appointment service, including the handover of records.
- SSM filing fees for individual changes are charged per lodgement.
05
How to get it done with ONEKEY BIZ
- 1Onboarding Week 1
We review your SSM record and registers and flag anything outstanding.
- 2Appointment Week 1
We are appointed as company secretary and SSM is notified.
- 3Compliance calendar Week 1
Annual return, financial-statement and other deadlines are logged.
- 4Year-round support Ongoing
Resolutions, certified copies and SSM lodgements as your business changes.
- 5Annual review Yearly
Registers reconciled with SSM before each annual return.
You do
- Tell us when the business changes
- Sign resolutions we prepare
We do
- Act as your named licensed secretary
- Maintain statutory registers
- Track every statutory deadline
- Prepare resolutions and SSM lodgements
06
What you receive
A licensed secretary named on SSM's record for your company.
Registers of members, directors, secretaries and beneficial owners kept up to date.
Annual return and financial-statement deadlines with advance reminders.
Board and shareholders' resolutions and certified true copies when you need them.
Rules and requirements in detail
Real clients we've done this for
Official sources
Frequently asked questions
Can a director also be the company secretary?
Only if that person is licensed or a member of a prescribed body; a sole director cannot also be the sole secretary.
What happens if we have no secretary?
The vacancy must be filled within 30 days; operating without one is non-compliance.
Does the annual fee include every filing?
It covers the secretary role and routine records; individual changes such as share transfers are quoted separately.