How to Appoint a Company Secretary in Malaysia (Step-by-Step)

By Axecta Management Services, Kuala Lumpur · Last verified: 29 October 2026

What the law requires of every company

Every Malaysian company must have a secretary. Section 235 of the Companies Act 2016.pdf) says a company shall have at least one secretary, and that the secretary must be:

• a natural person, so a corporate secretary is not allowed;
• eighteen years of age or above;
• a citizen or permanent resident of Malaysia who ordinarily resides in Malaysia, with a principal place of residence here; and
• either a member of a body listed in the Fourth Schedule of the Act, or a person licensed by SSM under section 20G of the Companies Commission of Malaysia Act 2001.

Section 235(4) makes it an offence for the company and every director if the company does not comply. In practice this means the directors, not the secretary, carry the risk when no valid secretary is in place. The wider question of when a company must have one is covered in when a Sdn Bhd must appoint a company secretary.

The approved professional bodies

SSM’s guideline on practising certificates, dated 22 October 2025, lists the approved bodies in the Fourth Schedule: MAICSA, the Malaysian Institute of Accountants, the Malaysian Bar, the Malaysian Association of Company Secretaries, MICPA, the Sabah Law Society and the Advocates Association of Sarawak. A person who is not a member of any of them can still qualify if SSM has licensed them.

The extra step most owners miss: registration under section 241

Being qualified is not enough. Section 241(1).pdf) says a person who is qualified and wants to act must be registered with the Registrar before acting, and section 241(8) makes acting without registration an offence. SSM issues a practising certificate once registered. Section 238(1)(c) also disqualifies a person who ceases to hold the certificate. Our guide on the section 241 practising certificate explains how to check it.

Step-by-step: appointing a company secretary

1. Shortlist candidates and confirm qualification. Ask for the person’s full name, membership or licence number and practising certificate number.
2. Verify the practising certificate. Ask for evidence that it is current. SSM’s guideline says the certificate is valid for one year on first issue, and renewals can run up to three years, so expiry dates differ between secretaries.
3. Agree the terms. Section 236(1) says the Board appoints the secretary and determines the terms and conditions. Put scope, fees, notice period and the named lodger in an engagement letter.
4. Obtain written consent. Section 236(3)(a) says no person may be appointed unless they have consented in writing. It also requires that the person is qualified under section 235(2) and is not disqualified under section 238.
5. Pass the board resolution. Record the name, the effective date and, for a replacement, the date the previous secretary ceases. See how to hold a board meeting or use a written resolution.
6. Notify SSM. Under section 58(1)(d) the company must notify the Registrar within fourteen days after a person becomes its secretary, giving the full name, address and other occupation. SSM’s notification form under section 58 has a “New Secretary” section and a “Cessation of Secretary” section, and asks for the licence or membership number and the SSM practising certificate number.
7. Update the register and calendar. Section 58 sits alongside the duty to keep the register of directors, managers and secretaries at the registered office. Hand the new secretary the registers and agree a filing calendar.

The two different deadlines

People often mix these up, so keep them separate.

The notification duty is penalised separately. Section 58(4) says the company and every officer who contravenes it commit an offence, liable on conviction to a fine not exceeding RM50,000 and, for a continuing offence, a further fine not exceeding RM500 for each day after conviction. Check the current wording on the Act linked above, since amendments may have been made after the August 2022 consolidation on SSM’s page.

A realistic timeline (illustrative)

The dates below are an illustration of how the statutory periods interact, not a fixed timetable.

Because the incorporation application itself can name the secretary, most new companies are compliant on day one. Late appointments are more common when a founder incorporates through a DIY route and plans to “sort out a secretary later”.

What this means for different owners

Sdn Bhd with a sole director

A single-director company still needs a separate natural person as secretary. Section 242 prohibits acting in a dual capacity as both director and secretary where something must be done by both, so a sole director should not also be the secretary for those purposes. Read who can be a director for the director-side rules.

Foreign-owned company

Foreign shareholders and directors do not need to be residents, but the secretary must be a Malaysian citizen or permanent resident who ordinarily resides here. SSM’s FAQ on practising certificates states that a foreign passport holder cannot apply for a practising certificate, apart from a narrow carve-out for people appointed before 31 January 2017. A foreign-owned company therefore needs a local provider from day one.

Sole proprietorship or partnership

A sole proprietorship is registered under the Registration of Businesses Act 1956, not the Companies Act, so there is no company secretary requirement. If you are deciding between structures, read sole proprietorship vs Sdn Bhd.

An existing company with a vacancy

If your secretary resigns, the 30-day vacancy limit in section 240 starts to bite. Treat the resignation notice as the trigger to line up the replacement. See changing your company secretary.

Common mistakes

• Appointing a friend or relative who is not registered. Qualification under section 235 and registration under section 241 are separate requirements. Both must be met.
• Naming a firm rather than a person. The Act requires a natural person. A firm can employ the secretary, but a named individual signs and carries the certificate.
• Letting the 14-day notice slip. The appointment is valid once made, but late notification is an offence under section 58.
• Skipping written consent. Section 236(3)(a) requires it before appointment.
• Not checking who the lodger is. Under MBRS 2.0, SSM’s MBRS page says the lodger must ensure the practising certificate status under section 241 is active, so a lapsed certificate can block annual return and financial statement lodgement.
• Forgetting the registers. The new secretary should receive the full records, not only a copy of the certificate.

How Axecta helps

Axecta’s company secretarial team acts as the named secretary, prepares the consent, resolution and section 58 notification, and loads your annual return and financial statements dates into one compliance calendar. Because the same team handles accounting and tax, the shareholder details in the registers match the accounts. If you are still deciding what the secretary will cover, the role guide sets out the duties, and the cost guide shows how providers price them. See Axecta’s company secretarial service.

Next steps

1. Confirm whether your company already has a valid secretary and the date of any vacancy.
2. Collect the candidate’s practising certificate number and ask for evidence it is current.
3. Request a written, itemised quote and engagement letter.
4. Pass the board resolution and sign the consent.
5. Make sure the section 58 notification goes to SSM within 14 days.
6. Add the next annual return and financial statements dates to your calendar, using the company compliance calendar.

Frequently asked questions