Do I Need a Company Secretary in Malaysia, and What Do They Actually Do?

Almost everything written about company secretaries in Malaysia was written by company secretaries.

That is not a scandal — they are the people who know the subject. But it does mean the available guidance answers one question exhaustively (“why you need us”) and another barely at all (“what am I actually paying for”). This page is the second question.

Is it actually mandatory?

Yes, and there is no small-company carve-out.

Section 235(1) of the Companies Act 2016: a company shall have at least one secretary who is a natural person, eighteen years of age or above, and a citizen or permanent resident of Malaysia, who shall ordinarily reside in Malaysia by having a principal place of residence here.

Section 236(2): the appointment of the first secretary shall be made within thirty days from the date of incorporation.

The company and every director who contravene s.235 commit an offence. There is no dormancy exemption, no turnover threshold and no grace for a company that has not started trading.

Who is allowed to be one

Two gates, and you must clear both.

Gate one — the person. Natural person, 18 or over, citizen or permanent resident, ordinarily resident in Malaysia (s.235(1)).

Gate two — the qualification. Either a member of a body set out in the Fourth Schedule to the Act, or a person licensed by SSM under s.20G of the Companies Commission of Malaysia Act 2001 (s.235(2)). The Minister may prescribe further bodies by gazette notification (s.235(3)).

On top of that, a qualified person who wishes to act must be registered with the Registrar and hold a practising certificate (s.241). SSM keeps a register of secretaries recording each secretary’s name, residential and business address and qualification details (s.241(2)).

Notice the asymmetry with directors. A director need only ordinarily reside in Malaysia by having a principal place of residence here (s.196(4)) — a foreign national who genuinely lives in Malaysia qualifies. A secretary must be a citizen or permanent resident. Foreign founders regularly assume the two tests are the same. They are not.

Who is disqualified

Under s.238(1), a person is disqualified from acting as secretary if they are an undischarged bankrupt, have been convicted in or outside Malaysia of an offence referred to in s.198, or have ceased to hold a practising certificate issued under s.241.

If a disqualified person continues to act, both that person and every director who knowingly permits it commit an offence (s.238(3)). Verifying the practising certificate is therefore your problem, not only theirs.

What the Act actually requires them to do

Here is the part the sales material skips.

The Companies Act 2016 is detailed about who may be a secretary and almost silent about what the secretary must do. There is no statutory job description. The filing and record-keeping duties in the Act sit on the company and its officers — keeping registers, keeping accounting records, lodging the annual return, lodging financial statements — and the secretary is the licensed professional through whom those duties are conventionally discharged.

Two consequences follow, and they are the whole point of this article:

1. Your scope of service is contractual, not statutory. Two quotes at wildly different prices are not necessarily one honest and one greedy. They are usually two different scopes. The comparison you need is the engagement letter, line by line.
2. The secretary is not the only permitted signatory. Section 68(5) provides that the annual return shall be signed by a director or the secretary. The company can lodge documents itself where the Act allows. In practice most owners delegate because the portals and forms reward familiarity — but delegation is a choice about convenience, not a statutory compulsion for every task.

What a retainer usually covers, and what it usually does not

There is no official schedule of secretarial services, and vendor pricing is not a citable source, so this is a structural map rather than a price list. Ask for it in writing.

Typically inside the annual retainer	Typically billed separately
Named secretary and statutory office	Incorporation itself
Maintaining the statutory registers	Change of director, secretary or auditor
Routine annual lodgements	Share transfer or allotment, and the return of allotment
Standard annual resolutions and minutes	Adopting or amending a constitution
Basic compliance reminders	Change of company name
	Registered office / mail handling service
	Extraordinary resolutions and special meetings
	Striking off or winding up
	SSM statutory fees and disbursements

That last line is the one to check first. SSM fees are pass-through and published. A private company’s annual return lodgement fee is RM150; lodging audited financial statements is RM50 and unaudited RM20; a change of company name is RM100; amending a constitution is RM30; an extension of time to lodge a document is RM100. Those are government charges from SSM’s ROC Table of Fees, not professional fees. A quote that folds them into an undifferentiated “annual compliance package” is not wrong, but you should be able to see them separately on request.

Five questions that make a quote comparable

• Is the SSM statutory fee included or charged at cost on top?
• How many director, shareholder or address changes are included per year?
• Is the registered office address included, and can I use it for bank and tax correspondence?
• Who prepares the annual return and the financial statements lodgement — you, or my accountant, and is that price inside or outside this fee?
• What is the fee to release the registers and resign if I move to another firm?

The last question is diagnostic. A firm that has a clean, quoted handover process is telling you something about how it expects the relationship to end.

Changing secretary

A secretary may resign by notice to the Board and ceases to hold office on the expiry of thirty days from the notice, or the period set in the constitution or terms of appointment (s.237(1) and (3)). Where no director can be contacted at their last known residential address, the secretary may notify the Registrar directly and cease office thirty days later (s.237(2)).

The Board may remove a secretary in accordance with the terms of appointment or the constitution (s.239).

The constraint on both sides is s.240: the office shall not be left vacant for more than thirty days at any one time. Line up the incoming firm before you resign the outgoing one. Handover disputes — usually over the statutory registers and the company’s own minute book, which belong to the company — are the most common source of an accidental vacancy.

Common mistakes

• Assuming a dormant company can go without one. Section 235 has no dormancy exemption. A company that never trades still needs a secretary.
• Assuming a foreign director can serve as secretary. Citizenship or permanent residence is required by s.235(1)(c).
• Comparing quotes without comparing scope. Price differences are usually scope differences plus whether SSM fees are inside or outside.
• Not verifying the practising certificate. Section 238(1)(c) disqualifies a person who has ceased to hold one, and s.238(3) exposes directors who knowingly let it continue.
• Resigning the old secretary before appointing the new one. Section 240 caps the vacancy at 30 days.
• Believing the secretary owns your registers. The statutory registers and minute books are the company’s records, kept at the registered office or a notified alternative place under s.47.

What’s next

Get the engagement letter and read the exclusions before the inclusions. Then check the practising certificate against SSM’s register.

If you are still in your first year, the secretary appointment is one of about a dozen dated obligations that start running from your incorporation date — map the rest of them at the same time rather than one crisis at a time.

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Verification status. AI-assisted draft, not yet reviewed by a subject-matter expert. Statutory references are to the Companies Act 2016 (Act 777) as published by SSM. Fee amounts are from SSM’s published ROC Table of Fees and are subject to revision. No market price range is stated because none is officially published.