Short answer. Every Sdn Bhd must have a company secretary. The Companies Act 2016 requires one to be appointed within a set period after incorporation, and to be replaced if the post becomes vacant. The secretary must meet the qualification rules in the Act, so a director cannot simply take on the role unless eligible.
Axecta provides company secretarial service for companies across Malaysia. Talk to our team.
In this article
The legal requirement
The Companies Act 2016 requires a company to have a secretary. This applies to private companies as well as public ones. It is a statutory requirement, not an option.
Timing after incorporation
The Act sets a period after incorporation within which the first secretary must be appointed, and also a period within which a vacancy must be filled. Notices to SSM follow. Check the Act or SSM for the exact period, and plan to appoint the secretary at or before incorporation so that there is no gap. See how to register a Sdn Bhd.
Who qualifies to be appointed
Need this done for you? Axecta’s company secretarial service team can handle this for your company. See the company secretarial service service.
The criteria in the Act generally include:
- The person must be a natural person.
- Ordinarily living in Malaysia.
- A member of a prescribed professional body, or licensed by SSM.
- Not disqualified under the Act.
A company may also appoint more than one secretary, and a firm provides the service through its qualified individuals.
Consequences of not having one
A company without a qualified secretary breaches the Act. That can lead to enforcement action and practical problems: SSM lodgements may be affected, banks and counterparties may question the company’s standing, and directors may be exposed. Fill the vacancy quickly and lodge the required notices.
Can a director be the secretary?
A director can be a secretary only if they meet the qualification criteria and the Act does not prohibit the combination in the company’s circumstances. Many small companies prefer an independent professional because the role needs ongoing technical knowledge, and because it separates oversight from management.
Appointing through Axecta
Axecta can be appointed as your company secretary at incorporation or on a change. We take care of the appointment documents, the notice to SSM, the registers and the compliance calendar. If you are switching providers, see can you change your company secretary?.
What SSM’s guidance says on timing and eligibility
SSM’s incorporation guideline states that the company must appoint a company secretary within 30 days after incorporation. Section 235 sets who can act: a natural person aged 18 or over, who is a citizen or permanent resident of Malaysia, and a member of a prescribed body or licensed by SSM. Under section 241 the person must be registered with the Registrar and hold a practising certificate to lodge under MBRS 2.0. Sources: SSM’s incorporation guideline and practising certificate guideline.
A practical timeline
| When | Action |
|---|---|
| Before incorporation | Choose the secretary and obtain consent |
| At incorporation | Include the secretary in the submission |
| Within 30 days | Make sure the appointment is recorded and registers are opened |
| Ongoing | Notify SSM of any change |
If your secretary leaves
Appoint a replacement quickly. See change company secretary for the steps. The law expects the company to maintain a qualified secretary at all times, and you cannot lodge SSM returns without one who holds the practising certificate.
Frequently asked questions
Is a company secretary mandatory?
Yes. The Companies Act 2016 requires every company to have one.
How soon after incorporation?
Within the period set by the Act. Check the current period on SSM’s website and appoint early.
Who is qualified to act?
A natural person living in Malaysia who is a member of a prescribed professional body or licensed by SSM, and not disqualified.
What if the company has none?
It is in breach of the Act and should appoint a qualified secretary and lodge notices promptly. Axecta can act quickly.
Is there a deadline after incorporation?
SSM’s guidance says 30 days after incorporation.
Can a foreigner be company secretary?
Section 235 requires a citizen or permanent resident of Malaysia.
Do I need a practising certificate holder?
To lodge via MBRS 2.0, yes, according to SSM’s MBRS page.
Need a secretary appointed quickly?
Axecta Management Services is a full-suite accounting, company secretarial and consulting firm in Kuala Lumpur, serving companies from SMEs to MNCs.
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Official sources to check
This article is general information and not legal, tax or accounting advice for your company. Rates, thresholds, deadlines and procedures change, so confirm current requirements with the sources above or with Axecta.