# How to Appoint a Company Secretary in Malaysia

> The statutory route to appointing a company secretary under ss.235–241 of the Companies Act 2016 — the 30-day clock, written consent, the board resolution, and the two 14-day filings that follow.

- Category: company-secretary
- Language: en
- Status: published
- Updated: 2026-07-20
- Canonical: https://negaraku.md/en/company-secretary/appoint-company-secretary

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Of all the deadlines a new Sdn Bhd faces, this is the one directors most often
miss — not because it is hard, but because nobody reminds them until SSM does.
And the version of the rule most of them have heard is only half of it: the
30 days is not a one-off new-company formality. It comes back every time the
office falls vacant, for the life of the company.

## The two 30-day rules, which are not the same rule

| Provision | What it says | When it bites |
| --- | --- | --- |
| s.236(2) | The first secretary shall be appointed within 30 days from the date of incorporation | Once, at the start |
| s.240 | The office of the secretary shall not be left vacant for more than 30 days **at any one time** | Every vacancy, forever |
| s.235(1) | The company shall have at least one secretary | Continuously, with no grace period at all |

Read s.240's last four words. Most guidance collapses it into the incorporation
deadline, which leaves directors believing the obligation is spent once the
first secretary signs on. It is not. Section 235(1) is the at-all-times duty;
s.240 is the enforcement tolerance around it.

## Who you are allowed to appoint

Section 235(1) sets a baseline that has nothing to do with professional bodies.
The secretary must be a **natural person**, **18 years of age or above**, a
**Malaysian citizen or permanent resident**, and **ordinarily resident in
Malaysia** by having a principal place of residence here. All four apply
together. A Malaysian citizen whose principal residence has moved to Singapore
does not qualify, whatever their credentials.

Only then does s.235(2) ask the professional question, and it offers two routes:
membership of a body listed in the **Fourth Schedule** to the Act, or a licence
granted by SSM under s.20G of the Companies Commission of Malaysia Act 2001.

Here is the step almost every guide omits. **Qualifying is not permission to
act.** Section 241(1) requires a person who is qualified and who desires to act
to be registered under that section *before he can act*, and registration
produces a practising certificate issued under s.241(4)(b). Section 238(1)(c)
disqualifies a person who ceases to hold that certificate — so a lapsed
certificate is not paperwork, it is automatic disqualification.

Before you appoint anyone, ask for the certificate number. SSM requires it to be
stated when the secretary executes a document in that capacity, lodges anything
with the Registrar, or corresponds with SSM.

## The appointment sequence

The order matters, because two of these steps are statutory preconditions rather
than formalities.

1. **Check eligibility.** Confirm s.235(1) on the face of it, then confirm the
   s.241 practising certificate is current. A certificate expired for more than
   12 months cannot simply be renewed — the holder needs a fresh application and
   receives a new number.
2. **Obtain written consent — s.236(3).** The appointee's consent must be
   obtained *before* the appointment is made. Date the consent letter on or
   before the resolution, not after it.
3. **Pass the board resolution — s.236(1).** The Board appoints, not the
   members. Record the effective date expressly; every downstream clock runs
   from it.
4. **Lodge the s.58 notification with SSM within 14 days.** Section 58(1)(d)
   covers a person becoming secretary and s.58(1)(e) a person ceasing to be one.
   Where you are replacing an outgoing secretary, both limbs are engaged.
   Section 58(4) carries a fine not exceeding RM50,000 plus RM500 for each day a
   continuing offence persists.
5. **Update the company's own register within 14 days — s.57(4).** This is a
   separate duty from the SSM filing, and it is the one most often skipped
   because people assume the lodgement covers it. Section 57(6) carries a fine
   not exceeding RM10,000 plus RM500 per day.
6. **Hand over the s.47 records.** Where a previous secretary held them, the
   incoming secretary needs the full set kept at the registered office: the
   notice of registration, the constitution if any, all statutory registers
   including the register of beneficial owners, minutes and resolutions of both
   members and the Board, and the s.245 accounting records.

## The dual-capacity trap in a one-director company

Section 242 prohibits a person acting in a dual capacity as director and
secretary in any situation the Act requires or authorises to be done by a
director *and* a secretary. It does not stop someone holding both offices — it
stops one signature satisfying a two-signature requirement.

For the single-director, single-shareholder Sdn Bhd this is decisive, because
those two-signature situations are precisely the ones that keep arising. In
practice these companies engage an external secretary.

## Who carries the liability

Section 235(4) is short and it points in one direction: the company and **every
director** who contravene the section commit an offence. Neither s.235 nor
s.240 states a fine, so s.588(2) supplies it — for an individual, a fine not
exceeding RM50,000 or imprisonment up to three years or both, and because
"individual" means a natural person, each director is exposed personally and
separately from the company.

The secretary who resigned is not liable for the gap. Under s.237(4) their
exposure is confined to acts and omissions during their own tenure, and s.237
imposes no duty to stay on until a replacement is found.

Prosecution is rare. Paralysis is not. With no secretary in office the company
cannot cleanly lodge changes of directors, share allotments, charges or the
annual return — so a vacancy tends to generate a second layer of defaults, each
carrying its own penalty, long before anyone is charged with the first one.

## Common mistakes

- Treating the 30 days as a one-off incorporation rule. Section 240 makes it a
  continuing obligation, and s.235(1) has no grace period at all.
- Passing the board resolution first and collecting the written consent
  afterwards, when s.236(3) requires consent before the appointment is made.
- Accepting MAICSA or MIA membership as proof the person may act. It
  establishes eligibility under s.235(2); s.241 still requires a current
  practising certificate.
- Filing the s.58 notification and treating the job as done, leaving the s.57
  register unamended — a separate 14-day duty with its own penalty.
- Appointing a Malaysian citizen who lives abroad. Section 235(1) requires a
  principal place of residence in Malaysia.
- Assuming a dormant company is exempt. It is not; the office must be filled
  whether or not the company trades.
- Blaming the departed secretary for a vacancy. Section 235(4) puts it on the
  company and every director.

## What's next

If you are still choosing between candidates, the detail on Fourth Schedule
bodies, SSM licensing, practising certificate renewal and the October 2025 CPE
requirements sits in the guide to company secretary qualification. If the office
is already vacant, read the s.240 vacancy rule for what is running against you
right now. If you are replacing an incumbent, the handover inventory and the
parallel filings are set out in the guide to changing your company secretary,
and the outgoing secretary's own route out is covered under secretary
resignation.

## Sources

- Companies Act 2016 (Act 777), reprint as at 1 August 2022 — https://www.ssm.com.my/Pages/Legal_Framework/Document/Companies%20Act%202016_Akta%20777_BI%20(1.8.2022).pdf (SSM)
- Companies Act 2016 — legal framework — https://www.ssm.com.my/Pages/Legal_Framework/Companies-Act-2016.aspx (SSM)
- Companies Commission of Malaysia Act 2001 (Act 614) — https://www.ssm.com.my/Pages/Legal_Framework/Companies-Commission-of-Malaysia-Act-2001.aspx (SSM)
- e-Secretary — practising certificate for secretaries — https://esecretary.ssm.com.my/ (SSM)
- Malaysian Institute of Chartered Secretaries and Administrators (MAICSA) — https://www.maicsa.org.my/ (MAICSA)

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