Short answer. You need the secretary’s written consent, their identity and practising certificate details, a board resolution recording the appointment and its effective date, and the section 58 notification to SSM within 14 days. The company then updates its register of directors, managers and secretaries.
Axecta provides company secretarial service for companies across Malaysia. Talk to our team.
In this article
Why the paperwork matters
Appointing a company secretary is a legal act with a paper trail. Section 236 of the Companies Act 2016.pdf) says the Board appoints the secretary and sets the terms, and that no one can be appointed unless they have consented in writing, are qualified under section 235(2) and are not disqualified under section 238. If any of those documents is missing, the appointment itself can be challenged, and SSM, banks and auditors may ask you to prove it. This guide lists each document, who supplies it and what to check. For the overall process, start with how to appoint a company secretary.
The master checklist
| Document or detail | Who provides it | Why it is needed |
|---|---|---|
| Written consent to act as secretary | The secretary | Required before appointment by section 236(3)(a) |
| Full name, NRIC, date of birth, nationality, gender, race | The secretary | Particulars asked for on SSM’s section 58 notification form |
| Residential address and business occupation | The secretary | Section 58(1)(d) requires full name, address and other occupation |
| Licence or membership number of the approved body | The secretary | Evidence of qualification under section 235(2) |
| SSM practising certificate number and validity date | The secretary | Registration under section 241 before acting |
| Engagement letter with scope, fees and notice period | Provider and company | Section 236(1): the Board determines the terms |
| Board resolution appointing the secretary | The company | Records the decision and effective date |
| Section 58 notification to SSM | The secretary or lodger | Must be lodged within 14 days of the change |
| Updated register of directors, managers and secretaries | Company or secretary | Kept at the registered office under the Act |
| Cessation details of previous secretary, if any | The company | Section 58(1)(e) requires notice when a secretary ceases |
What to check on each item
Need this done for you? Axecta’s company secretarial service team can handle this for your company. See the company secretarial service service.
Written consent
The consent should name the company, state that the person agrees to act as secretary from a stated date and be signed and dated by the individual. Keep the original or a scanned signed copy in the company records. Where a firm is involved, the consent comes from the named individual, because section 235 requires a natural person.
Identity and address details
SSM’s notification form under section 58 is the clearest guide to what SSM records. For a new secretary it asks for name, NRIC, date of birth, gender, race, nationality, licence or membership number, SSM practising certificate number, business occupation, date of appointment and residential address. Collect all of these in one go so nothing is missing at lodgement. The form also warns that making a false or misleading statement is an offence under section 591 of the Act, with imprisonment of up to ten years or a fine up to RM3 million or both on conviction as stated on the form. Accuracy is not a formality.
Qualification and practising certificate
Ask for the membership or licence number and the practising certificate number, and confirm the validity. SSM’s section 241 guideline says a first certificate is valid for one year and a renewal for not more than three years. It also says a secretary must state the practising certificate number when signing documents as secretary or lodging with the Registrar. If a document you receive from your secretary lacks the number, ask why.
Engagement letter
This is not a statutory form, but it protects you. It should name the individual secretary, the services included, fees, who the lodger and maker are, what happens if the named person leaves, and how records are returned at the end. Our fee guide shows which lines to look for.
Sample board resolution outline
- Company name and registration number
- Date and place of the meeting, or the date of the written resolution
- Resolution: that [name], holder of SSM practising certificate no. [number], be appointed company secretary with effect from [date], on the terms of the engagement letter
- Resolution: that [previous secretary] ceases to hold office with effect from [date], if replacing
- Resolution: that the secretary is authorised to lodge the section 58 notification and related documents with SSM
- Signatures of the directors, or a note of the quorum and chair for a meeting
Private companies can also pass this by written resolution under the written resolution provisions of the Act. See written resolutions for a Sdn Bhd and directors’ resolution vs shareholders’ resolution, because a secretary appointment is a board matter and does not need a shareholder vote unless your constitution says otherwise.
Documents by scenario
| Scenario | Extra documents |
|---|---|
| New company | Secretary named in the incorporation set; see documents needed to register a company |
| Replacing a secretary | Resignation or removal notice, cessation date, handover list |
| Secretary resigns and no director can be reached | Section 237(2) lets the secretary notify the Registrar; cessation takes effect after 30 days |
| Foreign-owned company | Proof the secretary is a citizen or PR residing in Malaysia; foreign passport holders cannot hold a practising certificate |
| Company limited by guarantee | Secretaries appointed after 1 January 2026 must complete SSM’s CLBG course within one year of appointment (guideline paragraph 42) |
For the lodger: what MBRS needs
The documents above are for appointment. Filing the annual return and financial statements later needs more. SSM’s MBRS page describes a Company Secretary (Lodger) as the person with authority to lodge annual returns and financial statements, and a Company Secretary Assistant (Maker) as the person who prepares and uploads the XBRL file. The lodger must buy a digital certificate via mPortal and must upload an active practising certificate on first login to mPortal 2.0. Ask your provider to confirm both are in place before the first filing falls due.
Common mistakes
- Collecting a photocopied certificate with no expiry date. Practising certificates expire; note the date and diarise it.
- Backdating consent. The consent must exist before the appointment takes effect.
- A resolution with no effective date. This causes disputes about when the old secretary ceased and the 30-day vacancy limit in section 240.
- Lodging the notice late. Section 58 sets 14 days and a fine on conviction of up to RM50,000 for the company and officers.
- Sending identity documents through open chat. Use a secure channel and store copies in the company file.
- Not updating the register. SSM filings and bank KYC both rely on it.
How Axecta helps
Axecta prepares the consent form, board resolution, section 58 notification and register entries as one pack, checks each practising certificate detail before lodgement, and keeps signed copies in the company’s secretarial file. For a company changing providers, we also reconcile the records handed over. See Axecta’s company secretarial service and the guide on changing your company secretary. If a bank is asking for proof of your officers, the board resolution for a bank account guide covers the related paperwork.
Next steps
- Download or request the consent form and fill in the secretary’s particulars.
- Collect the practising certificate number and expiry date, and record them.
- Sign the engagement letter and pass the board resolution.
- Lodge the section 58 notification within 14 days.
- File signed copies in the minute book and update the register.
- Diarise the certificate expiry and the next annual return, using the Sdn Bhd compliance checklist.
Frequently asked questions
What documents are needed to appoint a company secretary in Malaysia?
A signed written consent, the secretary’s identity and address details, their licence or membership and practising certificate numbers, a board resolution with the effective date, and a section 58 notification lodged with SSM within 14 days. Keep an engagement letter on file too.
Is written consent from the secretary mandatory?
Yes. Section 236(3)(a) of the Companies Act 2016 says no person shall be appointed as a secretary unless they have consented in writing. The same subsection requires qualification under section 235(2) and no disqualification under section 238.
Do I need a board resolution to appoint a company secretary?
Section 236(1) says the Board appoints the secretary and determines the terms, so a board resolution, passed at a meeting or in writing, is the normal record. It should state the effective date and the end date of any previous secretary.
How long do I have to notify SSM of the appointment?
Section 58(1)(d) requires notification to the Registrar within fourteen days after a person becomes the company’s secretary. SSM’s section 58 notification form has a “New Secretary” section and a “Cessation of Secretary” section.
Does the secretary need to show a practising certificate?
You should ask for it. Section 241 requires registration before acting, and SSM’s guideline says the secretary must state the practising certificate number when signing documents or lodging with the Registrar. Check the validity date.
What information does SSM record about a new secretary?
SSM’s notification form asks for name, NRIC, date of birth, gender, race, nationality, licence or membership number, SSM practising certificate number, business occupation, date of appointment and residential address. Provide all of them accurately.
Can a company secretary resign without the directors’ agreement?
Under section 237, a secretary resigns by notice to the Board and ceases after thirty days, or the period in the constitution or terms. If no director can be contacted, the secretary may notify the Registrar and cease after thirty days.
What if the old secretary will not hand over the records?
The company is entitled to its own records, and SSM’s guideline lists handing over statutory documents to the new secretary or company as a duty of a retiring secretary. Request them in writing with a deadline, and take legal advice if there is a dispute.
Does the new secretary need to be set up in MBRS?
The lodger needs an active practising certificate and a digital certificate bought via mPortal, according to SSM’s MBRS page. Confirm with your provider who is the lodger and who prepares the XBRL files as maker.
Want the appointment paperwork prepared for you?
Axecta Management Services is a full-suite accounting, company secretarial and consulting firm in Kuala Lumpur, serving companies from SMEs to MNCs.
Get the appointment pack from Axecta
Keep reading
- How to Appoint a Company Secretary in Malaysia (Step-by-Step)
- Company Secretary Practising Certificate (Section 241): Why It Matters
- Can You Change Your Company Secretary?
- Company Secretary Appointment Fees in Malaysia: What You Pay and Why
- How to Switch Company Secretary Provider Without Disruption
- How to Appoint a Company Secretary: the full guide
Official sources to check
- Companies Act 2016
- SSM guideline on practising certificates under section 241
- SSM notification form under section 58
- SSM MBRS page
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.