Short answer. A company secretary is the officer responsible for making sure a Malaysian company meets its statutory obligations under the Companies Act 2016: keeping registers, lodging filings with SSM, preparing for meetings and advising the board on compliance. Every company must have one, and the secretary must be qualified as the Act requires.
Axecta provides company secretarial service for companies across Malaysia. Talk to our team.
In this article
- The legal role in plain terms
- Statutory duties: filings, records, meetings
- Day-to-day tasks for a small Sdn Bhd
- What a company secretary does not do
- Who can act as secretary
- How to work with your secretary
- Axecta as your company secretary
- What qualifies a person to act
- How the lodger role works in MBRS
- A secretary’s annual cycle
- Frequently asked questions
The legal role in plain terms
The company secretary is a statutory officer. The Companies Act 2016 requires every company to have one, and gives the role specific responsibilities. In practice the secretary is the person who makes sure the company’s paperwork matches its legal obligations, and who tells the directors when something needs to be done.
Statutory duties: filings, records, meetings
Typical responsibilities include:
- Registers and records. Maintain the register of members, directors, secretaries and other statutory registers.
- Filings with SSM. Lodge the annual return and other notices, such as changes in directors, address, share capital and constitution.
- Meetings. Prepare notices, agendas and minutes for board and shareholder meetings, and written resolutions.
- Compliance advice. Advise directors on obligations under the Act and the company’s constitution.
- Financial statements. Support lodgement of the financial statements with SSM, working with the accountant. See annual return vs financial statements.
- Company seal and documents. Where applicable, safeguard the seal and execute documents as authorised.
Day-to-day tasks for a small Sdn Bhd
Need this done for you? Axecta’s company secretarial service team can handle this for your company. See the company secretarial service service.
For a small company the work is less about large meetings and more about steady upkeep:
- Reminding directors of deadlines.
- Drafting resolutions for share issues, loans or bank facilities.
- Updating the registers when a director or shareholder changes.
- Handling SSM correspondence.
- Preparing the annual return from the registers.
What a company secretary does not do
The secretary does not run the business, make commercial decisions or prepare the accounts. Nor is the secretary a substitute for a tax adviser or lawyer. See company secretary vs accountant for how roles divide.
Who can act as secretary
The Act sets qualifications for the secretary. The person must be a natural person who ordinarily lives in Malaysia and must be a member of a prescribed professional body or hold a licence granted by SSM, among other conditions. Check the Act and SSM’s list for the current criteria.
How to work with your secretary
- Tell them promptly about changes in directors, shareholders, address or business.
- Send documents for resolutions in good time.
- Keep a copy of every signed document.
- Agree a calendar of filings and who approves each one.
- Ask for the registers to be shown to you at least once a year.
Axecta as your company secretary
Axecta provides company secretarial services for companies from SMEs to MNCs: registers, meetings, SSM filings and a compliance calendar. Because we also provide accounting and tax, the figures in the accounts and the shareholder records in the annual return agree. See when a Sdn Bhd must appoint a company secretary.
What qualifies a person to act
SSM’s guidance states that under section 235 of the Companies Act 2016 a person is qualified to act as secretary if they are a natural person, 18 years or older, a citizen or permanent resident of Malaysia, and a member of a prescribed body or licensed by SSM. A person must also be registered with the Registrar under section 241 before acting, and an active practising certificate is needed to lodge through MBRS 2.0. See SSM’s practising certificate guideline and the Skrine summary of SSM’s guidelines.
How the lodger role works in MBRS
On SSM’s MBRS page, the “Company Secretary (Lodger)” is the person with the authority to lodge annual returns, financial statements and exemption applications, and a “Company Secretary Assistant (Maker)” prepares and uploads the XBRL file. Lodgers buy a digital certificate through the portal. That is a practical illustration of the role: the secretary is the gatekeeper for statutory filings.
A secretary’s annual cycle
| Time | Task |
|---|---|
| Throughout the year | Update registers and lodge notices of changes |
| Anniversary of incorporation | Prepare and lodge the annual return |
| After year-end | Support approval and lodgement of financial statements |
| Ongoing | Prepare resolutions and minutes, brief directors |
Frequently asked questions
What are the duties of a company secretary?
Maintaining statutory registers, lodging filings with SSM, preparing meetings and resolutions and advising on compliance with the Companies Act 2016.
Is a company secretary a legal requirement?
Yes. The Act requires every company to have one who meets the qualification rules.
Can a director be company secretary?
A director may act as secretary only if they meet the qualification criteria in the Act. Check eligibility before appointing.
How is a secretary different from a director?
Directors manage the business and make decisions. The secretary handles compliance and administration. Axecta provides the secretary role.
Does a secretary need a practising certificate?
Under SSM’s guidance, a person must be registered under section 241 before acting, and an active practising certificate is needed to lodge through MBRS 2.0.
What is a lodger?
In MBRS, the secretary authorised to lodge the annual return, financial statements and exemption applications to SSM.
What is a maker?
The person who prepares and uploads the XBRL file for the lodger to submit.
Looking for a company secretary you can rely on?
Axecta Management Services is a full-suite accounting, company secretarial and consulting firm in Kuala Lumpur, serving companies from SMEs to MNCs.
Request a company secretarial quote
Keep reading
- When Must a Sdn Bhd Appoint a Company Secretary?
- Company Secretary vs Accountant: What’s the Difference?
- Annual Return vs Financial Statements: What’s the Difference?
- Can You Change Your Company Secretary?
- Company Secretary Practising Certificate (Section 241): Why It Matters
- How to Find a Company Registration Number in Malaysia
- Where Your SSM Registration Number Is Used
- What Documents Are Needed to Register a Company in Malaysia?
- Company Secretary Roles & Duties: the full guide
Official sources to check
- Companies Act 2016
- SSM
- Prescribed professional bodies (for qualification context)
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.