Short answer. Yes, a company can change its secretary at any time. The board passes a resolution to appoint the new secretary and accept the old one’s resignation or terminate the appointment, then lodges the notices with SSM within the period the Act allows. The key is a clean handover of registers, records and filing history.
Axecta provides company secretarial service for companies across Malaysia. Talk to our team.
In this article
- Yes, and here is how it works
- Steps to remove and appoint
- Forms and notices to SSM
- Do you need the old secretary’s consent?
- Handover of records and registers
- Mistakes to avoid when switching
- How Axecta handles transfers
- Points to check with SSM before you switch
- Handover checklist
- Timing the change around filings
- Frequently asked questions
Yes, and here is how it works
A company is not locked into its first secretary. The Companies Act 2016 allows the board to appoint and remove a secretary, subject to the contract with the provider and to the secretary’s own right to resign. The company must never be left without a qualified secretary, so plan the change so that the new appointment starts when the old one ends.
Steps to remove and appoint
- Choose the new secretary and confirm they are qualified.
- Obtain the new secretary’s consent to act.
- Pass a board resolution appointing the new secretary and accepting the resignation or ending the old appointment.
- Lodge the notices with SSM within the period set by the Act.
- Update the registers and company records.
- Inform the bank, the auditor, and other parties who rely on the secretary as a contact.
Forms and notices to SSM
Need this done for you? Axecta’s company secretarial service team can handle this for your company. See the company secretarial service service.
The change is notified to SSM through its online system using the prescribed lodgement. The Act sets the time within which the notice must be lodged. Check the form and the period on SSM’s site before you start.
Do you need the old secretary’s consent?
If the secretary resigns, they notify the company and the change follows. If the company ends the arrangement, check the service agreement for notice terms and any fees. The company can still make the change, but a smooth handover usually depends on cooperation. A professional handover letter is common practice.
Handover of records and registers
Request and check:
- The statutory registers.
- Minute books and resolutions.
- The company seal, if any.
- Copies of past SSM filings and the Certificate of Incorporation.
- The constitution and any amendments.
- A list of outstanding or upcoming filings.
Review them for gaps. If registers are incomplete, your new secretary can rebuild them. See what happens if filings are late.
Mistakes to avoid when switching
- Letting the old appointment end before the new one starts.
- Missing the SSM notice deadline.
- Forgetting to update the registers or the bank.
- Not collecting the old secretary’s files.
- Leaving a pending annual return without ownership.
How Axecta handles transfers
Axecta runs a handover checklist: we confirm the current position with SSM, prepare the resolutions and notices, collect and review the records, rebuild any missing registers and put the company’s filings into our calendar. You get a clear list of what we found and what, if anything, needs fixing.
Points to check with SSM before you switch
- Whether the new secretary holds an active practising certificate (SSM’s practising certificate guideline).
- That the appointment and cessation notices are lodged on SSM’s current system and within the period the Act states.
- That the new secretary can be set as lodger in MBRS, as described on SSM’s MBRS page.
Handover checklist
| Item | Received? |
|---|---|
| Statutory registers | |
| Minutes and resolutions | |
| Certificate of Incorporation | |
| Constitution | |
| Past annual returns and financial statements | |
| List of pending filings | |
| Company seal, if any |
Ask the new secretary to review the list on day one and report gaps in writing.
Timing the change around filings
Do not switch in the weeks before an annual return is due unless the new secretary is ready. Prefer to switch right after a filing, or agree who will lodge the pending one. See failing to submit an annual return.
Frequently asked questions
How do I change my company secretary?
Pass a board resolution to appoint the new secretary, obtain their consent, lodge the notices with SSM in the required period and update your records.
What forms are required?
SSM’s prescribed lodgements for appointment and cessation of a secretary. Check the current forms on SSM’s website.
Do I need the old secretary’s consent?
Not to make the change, but the service agreement may have notice terms and a handover is easier with cooperation.
How long does it take?
Often a few days once documents are ready, but it depends on the parties and SSM processing. Axecta can speed up the handover.
Does the new secretary need to be registered?
Yes, SSM’s guidance says a person must be registered under section 241 before acting.
Who lodges the pending annual return?
Agree it in writing before the switch.
Can I do it myself?
The company can pass the resolutions, but lodgement needs a qualified lodger. Axecta can manage it.
Thinking of switching?
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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Keep reading
- When Must a Sdn Bhd Appoint a Company Secretary?
- Sdn Bhd Compliance Checklist in Malaysia
- What Does a Company Secretary Do in Malaysia?
- Documents Needed to Appoint a Company Secretary (Checklist)
- How to Switch Company Secretary Provider Without Disruption
- How to Appoint and Remove a Director of a Sdn Bhd in Malaysia
- Company Secretary vs Accountant: What’s the Difference?
- How Much Does a Company Secretary Cost in Malaysia?
- Company Secretary Roles & Duties: the full guide
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.