Short answer. Appoint the new secretary first or on the same day the old one ceases, because the office may not be vacant for more than 30 days under section 240. Pass the board resolution, notify SSM within 14 days under section 58, collect the registers and agree who lodges any pending filing.
Axecta provides company secretarial service for companies across Malaysia. Talk to our team.
In this article
- Why switching is a legal event, not just a vendor change
- The rules that shape any switch
- When to switch
- A four-week switch plan
- Step-by-step
- The handover list
- Worked example (illustrative)
- What this means for different owners
- Common mistakes
- How Axecta handles it
- Next steps
- Frequently asked questions
Why switching is a legal event, not just a vendor change
Changing company secretary provider feels like swapping an accountant or an IT supplier, but the secretary is a statutory officer. The Companies Act 2016 sets out when a secretary may leave, how the company can remove one, and how long the position can stay empty. Getting the sequence wrong can leave the company in breach, even if both providers behave well. This guide covers the legal mechanics, the practical handover and the timing around filings. For a shorter overview of the process, see changing your company secretary.
The rules that shape any switch
The relevant provisions are in the Companies Act 2016.pdf).
| Provision | What it says | Practical effect |
|---|---|---|
| Section 236 | The Board appoints the secretary and sets the terms; the person must consent in writing, be qualified and not be disqualified | The new secretary’s consent must be in hand before the switch date |
| Section 237(1) and (3) | A secretary may resign by notice to the Board, ceasing 30 days after the notice or the period in the constitution or terms | A resigning secretary gives you at least 30 days unless your terms say otherwise |
| Section 237(2) | If no director can be contacted at their last known address, the secretary may notify the Registrar and cease after 30 days | Keep director addresses current so this route is not needed |
| Section 239 | The Board may remove a secretary in accordance with the terms of appointment or the constitution | Check the notice period in your engagement letter first |
| Section 240 | The office must not be left vacant for more than 30 days at any one time | Never let the gap grow beyond a short overlap |
| Section 58(1)(d) and (e) | Notify the Registrar within 14 days after a person becomes or ceases to be secretary | Lodge both the new appointment and the cessation |
| Section 237(4) | Resignation does not relieve the secretary of liability for earlier acts or omissions | Ask the old secretary to confirm filings are up to date |
The 14-day notice has a penalty. Under section 58(4), the company and every officer who contravenes it commit an offence, with a fine on conviction of up to RM50,000 and, for a continuing offence, up to RM500 per day after conviction, as stated in the Act on SSM’s page. Check for later amendments before relying on the figures.
When to switch
Need this done for you? Axecta’s company secretarial service team can handle this for your company. See the company secretarial service service.
Look at the calendar first. The annual return follows the anniversary of incorporation, while the financial statements follow the financial year-end, as described in annual return vs financial statements](/guides/corporate-compliance-requirements/annual-return-vs-financial-statements/). Section 68 sets the annual return deadline at 30 days from the anniversary of incorporation. Switching in the weeks just before either date is possible, but only if the new secretary is already set up as lodger, because a lodger needs an active practising certificate and a digital certificate, as SSM’s [MBRS page explains. The best moment is usually right after a filing, which gives the longest runway.
Use the company compliance calendar to mark the next annual return, financial statements and tax deadlines before choosing the switch date.
A four-week switch plan
| Week | Action | Owner |
|---|---|---|
| 1 | Shortlist providers, compare scope, verify the practising certificate number and expiry | Directors |
| 2 | Agree effective date, sign new engagement, check notice terms with the old provider, request records in writing | Directors and new secretary |
| 3 | Obtain the new secretary’s written consent, pass board resolution, lodge the section 58 notification for the new appointment and cessation | New secretary |
| 4 | Review the records received, rebuild any gaps, load the filing calendar, confirm the lodger and maker setup | New secretary |
Step-by-step
- Read your current engagement letter. Look for the notice period, fees for early exit, and clauses on release of records.
- Verify the new secretary. Ask for the practising certificate number and confirm validity. SSM’s section 241 guideline says the certificate is valid for one year from first issue, with renewals of up to three years.
- Decide the exit route. Either the old secretary resigns under section 237 or the Board removes them under section 239 and the terms of appointment.
- Obtain the new secretary’s consent. Required in writing before appointment under section 236(3)(a).
- Pass the board resolution. State the new appointment date, the old cessation date and who will lodge any pending filings. See how to hold a board meeting or use a written resolution.
- Notify SSM within 14 days. SSM’s section 58 notification form has separate sections for a new secretary (with licence or membership number and practising certificate number) and for cessation (with reasons such as resignation, expiry of term or removal).
- Collect and check the records. Use the handover list below.
- Reset access and contacts. Update bank mandates that name the secretary, the registered office and any filing portal contacts.
The handover list
SSM’s guideline, in paragraph 28(e), lists as a secretary duty to ensure the statutory documents and records are provided to the new secretary or the company at the registered office once they cease office. Use that as your anchor when you ask for records.
| Item | Why you need it |
|---|---|
| Statutory registers (members, directors, managers, secretaries, charges if any) | Basis of every filing |
| Minute books and signed resolutions | Evidence of decisions |
| Certificate of Incorporation and constitution | Identity and rules of the company |
| Past annual returns and financial statements lodged | Confirms compliance history |
| Notices lodged with SSM and acknowledgements | Proof of past changes |
| List of pending filings with due dates | Prevents a missed deadline |
| Share certificates and transfer forms | Ownership evidence |
| Company seal, if any | Execution of documents |
| Registered office mail log | Catches missed correspondence |
| KYC and AML records the provider held | Needed by the new provider’s own onboarding |
The KYC point matters. SSM’s guideline says secretaries who act as formation agents, provide a registered office or business address, or act as nominee must comply with the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001. The new provider will therefore ask for identification of directors and beneficial owners, and the process takes time.
Worked example (illustrative)
A company with a 31 December year-end and an incorporation anniversary in September decides in October to change provider after a missed reminder. Its annual return for the year has just been lodged, so the next hard date is the financial statements, which the old provider also handles. The directors give the old provider notice under the engagement terms, select the new provider in week one, pass the board resolution in week three with an effective date at the start of week four, and the new secretary lodges the section 58 notification on the effective date. Both notices are comfortably inside 14 days, and the vacancy limit of 30 days is never close. The new secretary spends week four reviewing the registers and finds that the register of members was not updated after a share transfer. That is fixed before the next filing, and the company avoids lodging an annual return that disagrees with its records.
What this means for different owners
- Sdn Bhd with a sole director. The director signs the resolution and consent, so the switch is quick, but they must make sure the new secretary is not also the sole director where both are required to act, given the dual-capacity bar in section 242.
- Foreign-owned company. The new secretary must still be a citizen or permanent resident residing in Malaysia. Allow extra time for document collection if directors are overseas.
- Company in dispute with its provider. Section 239 lets the Board remove a secretary in accordance with the terms or constitution. Follow the notice terms exactly and keep written proof of every request for records. Take legal advice if records are withheld over unpaid fees.
- Sole proprietorship or partnership. No company secretary requirement applies, so this guide does not apply unless the business converts to a company. See sole proprietorship vs Sdn Bhd.
Common mistakes
- A gap between the old secretary ceasing and the new one starting. Section 240 limits vacancy to 30 days, and the company and directors are exposed under section 235.
- Notifying only the appointment, not the cessation. Section 58(1)(e) requires both.
- Incomplete registers that block a filing. Review them in the first week.
- No named owner for a pending annual return. Agree this in the resolution or an email. See failing to submit an annual return.
- Unpaid old fees holding back records. Settle or agree terms in writing; do not let the filing deadline become the hostage.
- Switching without checking the lodger setup. A lapsed certificate can block lodgement through MBRS 2.0.
- Forgetting banks and agencies. Update the secretary’s name where it appears in mandates and correspondence addresses.
How Axecta handles it
Axecta runs a handover checklist, confirms the company’s position with SSM, prepares the resolutions, consent and section 58 notices, reviews the records and builds your filing calendar. Where the old provider is slow, we write the records request and track it. Details of the service are on our company secretarial page. If you are still comparing prices, read company secretary appointment fees first.
Next steps
- Pull your current engagement letter and note the notice period.
- Mark the next annual return and financial statements dates.
- Shortlist providers and verify practising certificate numbers.
- Set an effective date that avoids a vacancy and lands soon after a filing.
- Lodge the section 58 notification within 14 days of the change.
- Review the registers received and fix gaps before the next filing.
Frequently asked questions
How do I change my company secretary in Malaysia?
Appoint a qualified, registered replacement with written consent, pass a board resolution, and notify SSM of the new appointment and the old secretary’s cessation within fourteen days under section 58. Collect the registers and records from the previous secretary.
How long does the old secretary have to stay after resigning?
Under section 237(3), a secretary ceases thirty days after the resignation notice to the Board, or after the period set in the constitution or terms of appointment. Plan the new appointment to start on or before that date.
Can a company be without a secretary during a switch?
Only briefly. Section 240 says the office of secretary shall not be left vacant for more than thirty days at any one time. Best practice is to have the new secretary start the day the old one ceases.
Can the board remove the company secretary?
Yes. Section 239 says the Board may remove a secretary in accordance with the terms of appointment or the constitution. Check the notice and payment terms in the engagement letter before you act.
What if my old company secretary will not hand over the records?
Request them in writing with a deadline. SSM’s guideline lists providing statutory records to the new secretary or company as a duty on ceasing office. If the provider still refuses, take legal advice and keep a record of your requests.
Do I need to inform SSM when I change company secretary?
Yes. Section 58 requires notification within fourteen days after a person becomes or ceases to be secretary. SSM’s notification form has separate sections for new secretary and cessation of secretary.
Can I switch just before the annual return is due?
You can, but only if the new secretary is ready to lodge, with an active practising certificate and digital certificate. Otherwise, wait until after the filing or agree in writing that the old secretary lodges it first.
Does switching secretary change my SSM registered office?
Not automatically. If your registered office is the provider’s address, you will need to change it as a separate step. Ask the new provider to handle the address change at the same time so mail does not go astray.
How long does a company secretary switch take?
A straightforward switch can be done in about two to four weeks including record review, depending on the notice period and how quickly the old provider releases records. The legal minimum steps are consent, resolution and the section 58 notification.
Considering a switch?
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
- Can You Change Your Company Secretary?
- Documents Needed to Appoint a Company Secretary (Checklist)
- What Happens If a Company Fails to Submit Its Annual Return?
- How to Appoint a Company Secretary in Malaysia (Step-by-Step)
- Company Secretary Appointment Fees in Malaysia: What You Pay and Why
- Company Secretary Practising Certificate (Section 241): Why It Matters
- 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 MBRS page
- SSM notification form under section 58
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.