Certified True Copies vs Original Sighted: What Actually Differs

A bank asks for a certified true copy of the constitution. Someone in the office stamps a scan, signs it, and sends it. Nobody has seen the original in four years.

The stamp says the copy is true. Nobody asked true to what.

What are the two endorsements actually asserting?

They are different claims, and the difference is what the certifier personally examined.

A certified true copy asserts that the copy corresponds to the document the certifier examined. That document may itself have been a copy.

An original sighted endorsement asserts more: that the certifier saw the original. MAICSA, in its updated Best Practice, emphasises “the higher burden associated with original-sighted verification” — which is precisely why the two should not be treated as interchangeable stamps drawn from the same drawer.

What does MAICSA’s updated Best Practice say?

MAICSA issued a Best Practice on Certification and Sighted Original of Documents by a Company Secretary on 7 April 2025, then revoked it and issued an updated version announced on 29 April 2025.

The public announcement describes the updated document as outlining the distinctions between certified true copies and original-sighted documents, “without specifying which documents qualify for CTC or original-sighted”. Instead it “allows company secretaries to determine the appropriate method based on their risk assessment and apply a risk-based approach in the verification of documents”.

That is a deliberate design choice, and it shifts the work. There is no checklist to comply with. The secretary decides which standard a given document warrants, and the defensibility of that decision rests on the reasoning behind it — which means the reasoning has to be recorded somewhere other than memory.

The full Best Practice is available to MAICSA members; the announcement summarised here is public.

Does a secretary’s certification carry statutory weight?

Not the same weight as the Registrar’s. Section 599(1) of the Companies Act 2016 provides that a copy or extract from any document filed or lodged at the office of the Registrar, certified to be a true copy or extract and signed and sealed by the Registrar, is admissible in evidence in any proceedings as of equal validity with the original.

Nothing in the Act confers that status on a company secretary’s certification. A secretary’s CTC is a professional assertion the recipient chooses to rely on — its value is the certifier’s credibility, not a statutory rule.

Where a counterparty needs registry-backed evidence, SSM sells it directly. Its guidance updated 31 December 2024 lists a digitally certified true copy of the Form Section 51, alongside the company profile and the Particulars of Shareholders extract, available through the SSM e-Info, MYDATA-SSM, SSM Search and SAFEDATA portals.

For current shareholding specifically, SSM’s own position is that a letter of confirmation from the company secretary may be relied on in addition to an SSM printout — because the 14-day lag under s.51(1) means the registry is not necessarily the freshest record.

Where is the real exposure?

Not in the certification stamp itself, but in what the certified document is used to do.

Section 593 of the Companies Act 2016 makes it an offence to make or furnish, or knowingly authorise or permit the making or furnishing of, any false or misleading statement, information or report to the Registrar relating to the affairs of a corporation. The penalty is imprisonment for a term not exceeding ten years or a fine not exceeding RM3 million or both.

Section 49(2) runs in parallel on the record-keeping side, requiring companies to take reasonable precautions to prevent documents and records from being falsified, with a fine up to RM500,000 or five years’ imprisonment under s.49(4).

Common mistakes

• Certifying from a scan while endorsing “original sighted”. These are different assertions and only one of them was true.
• Applying a fixed rule instead of a risk assessment. The updated Best Practice deliberately declines to prescribe which documents get which treatment.
• Assuming a secretary’s CTC equals an SSM certified copy. Only the Registrar’s certification attracts s.599(1) status.
• Certifying without recording what was examined, when, and by whom. A risk-based approach that leaves no trace of the risk assessment is indefensible after the fact.
• Relying on the revoked 7 April 2025 version. It was superseded within three weeks; check that internal templates reference the updated document.

What’s next

Pull your certification template and check it says which standard is being applied — certified true copy or original sighted — rather than leaving it ambiguous. Then add a one-line record of what was examined and when. Where a counterparty needs registry-grade evidence rather than a professional assertion, direct them to SSM’s digitally certified true copy service instead of stamping another photocopy.