Key Takeaways
- Every company incorporated in Malaysia is required to appoint at least one qualified company secretary under the Companies Act 2016.
- A company secretary in Malaysia must be a natural person who resides in Malaysia and is either licensed by SSM or a member of a recognized professional body.
- The company secretary supports statutory filings, board and shareholder meeting documentation, corporate records, governance, and compliance matters.
- Operating without a qualified company secretary may result in non-compliance, penalties, operational issues, and difficulties during audits or due diligence.
- CNP Group provides company secretarial services for business formation, ongoing statutory compliance, governance support, and corporate record management.
In This Guide:
- The Legal Requirement For A Company Secretary In Malaysia
- Who Qualifies As A Company Secretary?
- What Does A Company Secretary Do?
- Consequences Of Non-Compliance
- Areas To Reflect On Before Appointing A Company Secretary
- How CNP Group Approaches Company Secretarial Services
- Frequently Asked Questions About Company Secretaries In Malaysia
The Legal Requirement For A Company Secretary In Malaysia
Under the Companies Act 2016, every company incorporated in Malaysia is required to appoint at least one qualified company secretary. This applies regardless of company size or business nature.
For new business owners, first-time directors, and foreign investors setting up a Malaysian entity, it is important to understand who qualifies, what the role covers, and what happens if the position goes unfilled.
The Companies Act 2016 is the primary legislation governing companies incorporated in Malaysia, with the Companies Commission of Malaysia (SSM) as the regulatory authority.
The company secretary must be a natural person who is a resident in Malaysia.
Who Qualifies As A Company Secretary?
Under the Companies Act 2016, a person is eligible to act as a company secretary if they are:
- A member of a Malaysian recognized professional body, or
- Licensed by the Companies Commission of Malaysia (SSM)
The Malaysian Institute of Accountants (MIA) is one of the recognized professional bodies whose members may serve as a company secretary. Individuals licensed directly by SSM are also eligible.
What Does A Company Secretary Do?
A company secretary supports the company in meeting its ongoing statutory obligations and maintaining proper corporate records.
This role covers several important areas of corporate administration, governance, and compliance.
Statutory Filings
Key recurring obligations include Annual Returns, which must be filed within 30 days of the company’s incorporation anniversary.
Financial Statements must also be lodged within 6 months after the financial year-end.
Any changes to company information must be reported immediately to the relevant authorities.
Board And Shareholder Meeting Support
The company secretary manages the documentation and logistics for board meetings, committee meetings, and the annual general meeting of shareholders.
This may include preparing notices, resolutions, meeting minutes, and maintaining records of decisions made by directors and shareholders.
Maintaining Corporate Records
The company secretary maintains the statutory registers required under the Companies Act 2016.
These may include records of members, directors, shareholders, and minutes of meetings.
Proper corporate records are important for governance, audit preparation, due diligence, and future business transactions.
Governance And Compliance Support
The company secretary helps directors understand their obligations under relevant laws and regulations.
This includes support on corporate governance matters, statutory deadlines, filing requirements, and changes in company information.
CNP’s corporate secretarial services include management of board and committee meetings, maintaining corporate records, managing share transfers and dividends, serving as governance liaison for officers and directors, advising on compliance with relevant laws and regulations, managing subsidiaries, and advising on corporate governance and best practices.
Consequences Of Non-Compliance for A Company
Operating without a qualified company secretary may constitute non-compliance with the Companies Act 2016.
Non-compliance may lead to penalties for both the company and its directors, including fines under the Act. A company may also face operational restrictions and reputational damage.
Incomplete or inconsistent corporate records can also create difficulties during audits, due diligence processes, fundraising, restructuring, or any transaction involving the company.
Areas To Reflect On Before Appointing A Company Secretary
For those setting up or reviewing their corporate structure, the following questions are useful to address early:
- Has a qualified company secretary been identified, or is there a plan to appoint one before incorporation?
- Is the company’s registered address in Malaysia confirmed?
- Are the recurring statutory filing deadlines understood and being managed?
- If the company secretary arrangement changes, is there a process to ensure continuity?
- Are corporate records maintained in a way that supports future audits, due diligence, or business transactions?
How CNP Group Approaches Company Secretarial Services
CNP covers entity formation and business establishment support through ongoing governance and compliance management.
CNP’s team provides services on the appropriate type of entity, guidance on corporate structure, and company formation based on the Companies Act.
For established companies, CNP also supports ongoing secretarial, filing, corporate record management, and governance requirements.
Speak To CNP Group About Your Secretarial Needs
If you are setting up a new entity in Malaysia or reviewing your current secretarial arrangements, CNP Group invites you to get in touch.
Call: +603 4812 8818
Email: enquiry@cnp.group
References
Companies Act 2016 https://www.ssm.com.my/Pages/Legal_Framework/Document/Companies%20Act%202016_Akta%20777_BI%20(1.8.2022).pdf
Frequently Asked Questions
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Does Every Company In Malaysia Need A Company Secretary, Regardless Of Size?
Yes. Under the Companies Act 2016, every private limited company, also known as Sdn Bhd, and public company must appoint at least one qualified company secretary, regardless of company size or business nature.
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What Happens If A Company Secretary Resigns Or The Position Becomes Vacant?
The company must appoint a replacement as soon as practicable. Under the Companies Act 2016, a company is required to have at least one qualified company secretary at all times.
This article is for general informational purposes only and does not constitute legal or professional advice. The information provided reflects the regulatory framework under the Companies Act 2016 and SSM guidelines as generally described. Readers should consult a qualified professional for advice specific to their situation.
