# Changing Your Company Secretary: The Handover Checklist

> What the outgoing secretary must hand over, the three separate 14-day clocks a switch triggers, and why the registered office usually moves with the firm.

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

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Switching secretarial firms looks like an administrative errand and behaves like
a small migration. The filing to SSM is the easy part. What decides whether the
new firm can actually act is whether the old one hands over a complete set of
records — and no Malaysian guide documents what that set contains, because the
firms writing those guides are the ones being asked to hand it over.

The Companies Act 2016 answers the question anyway. It just answers it in a
section nobody reads for this purpose.

## Section 47 is the handover checklist

Section 47(1) states what a company must keep at its registered office. Turn it
around and it becomes the inventory the outgoing secretary is holding on the
company's behalf:

| s.47(1) | Item |
| --- | --- |
| (a) | Notice of registration issued under s.15 |
| (b) | The constitution of the company, if any |
| (c) | Certificates given under the Act or previous written law |
| (d) | All registers, books, records and documents required under the Act |
| (e) | Minutes of all meetings of members and resolutions of members |
| (f) | Minutes of all meetings and resolutions of the Board and Board committees |
| (g) | Copies of all written communications to all members, or all holders of a class of shares |
| (h) | Copies of all financial statements and group financial statements |
| (i) | The accounting records required under s.245 |
| (j) | Copies of all instruments creating or evidencing charges under s.357 |
| (k) | Such other documents required to be kept by the Registrar |

Paragraph (d) is doing heavy lifting: it pulls in the register of members, the
register of directors, managers and secretaries under s.57, the register of
charges, and — since the Companies (Amendment) Act 2024 inserted Division 8A —
the register of beneficial owners.

### The one thing that cannot live anywhere else

Section 47(2) allows any document in subsection (1) to be kept somewhere other
than the registered office, provided notice has been given to the Registrar —
**other than the documents in paragraph (1)(e)**.

Minutes of members' meetings and members' resolutions must be at the registered
office. Full stop. If your outgoing firm holds them and the registered office is
about to move with that firm, this is the item to chase first.

Related, and equally missed: s.342(2) requires notice to the Registrar within 14
days where records of resolutions and meetings are kept somewhere other than the
registered office, or where that place changes. A handover that relocates the
minute book without that notice creates its own breach.

## The three clocks a switch starts

Directors tend to think of a secretary change as one filing. It is commonly
three, and they run in parallel.

1. **s.58 — notification to SSM, 14 days.** Section 58(1)(e) covers a person
   ceasing to be secretary; s.58(1)(d) covers a person becoming secretary. Both
   run 14 days. Section 58(4) carries a fine not exceeding RM50,000, plus RM500
   for each day a continuing offence persists.
2. **s.57(4) — the company's own register, 14 days.** A separate duty. Where
   there is any change in the particulars of a director, manager or secretary,
   the company shall effect the change in the register within 14 days. Section
   57(6) carries a fine not exceeding RM10,000 plus RM500 per day.
3. **s.46(3) — the registered office, 14 days.** Only if the address moves,
   which it usually does. Section 46(4) carries a fine not exceeding RM50,000.

The s.57 and s.58 pair is the distinction most competitor pages collapse. One is
an internal register maintained by the company; the other is a notification to
the Registrar. Doing the filing does not discharge the register duty, and
updating the register does not discharge the filing.

## The registered office moves with the firm

This is the practical detail that turns a tidy switch into a mess. Most
secretarial firms provide the registered office address as part of the retainer.
Leave the firm and you leave the address — and under s.46(1) the company must at
all times have a registered office in Malaysia to which communications and
notices may be addressed, open and accessible to the public during ordinary
business hours.

Two failure modes follow. Either the company keeps using an address it no longer
has any right to, so SSM and LHDN correspondence goes to a firm with no
incentive to forward it. Or the company notifies a new address before the
incoming firm has actually agreed to host it.

Sequence it: confirm the new registered office, appoint the new secretary, then
notify.

## What to ask for beyond s.47

Section 47 covers documents. A working handover also needs the operational
layer, which the Act does not enumerate:

- **Beneficial ownership register.** Division 8A was inserted by the Companies
  (Amendment) Act 2024. The register and the supporting evidence are company
  records and travel with the company.
- **Filing system access.** MBRS and MyCoID credentials are typically held in
  the firm's name rather than the company's, which is precisely why the transfer
  needs to be raised explicitly rather than assumed.
- **The common seal, if one exists.** Section 61(1) provides that a company may
  or may not have a common seal. Do not chase an object the company never
  adopted; do chase it if the constitution or past documents assume one.
- **Accounting records.** Section 245(3) requires retention for seven years
  after completion of the transactions, and s.245(4) requires them to be open at
  all times for inspection by the directors. Section 245(9) is the sharpest
  penalty in this area — a fine not exceeding RM500,000 or imprisonment up to
  three years, or both.
- **Resolutions and minutes.** Section 341(2) requires these to be kept for at
  least seven years from the date of the resolution, meeting or decision.

### A correction worth making

Guides frequently state a fixed deadline for entering minutes into the minute
book. Section 341 imposes no such deadline. It imposes a **retention** duty of
at least seven years, with a fine not exceeding RM10,000 under s.341(3). The
nearest thing to an entry clock in this part of the Act is s.245(2), which
requires appropriate entries in the *accounting* records within 60 days of the
completion of the transactions to which they relate. Do not conflate the two.

## When the outgoing firm stops having authority

Practice Note 4/2018 is explicit that a secretary is no longer allowed to lodge
any document on behalf of the company or the directors after ceasing to hold
office. That cuts both ways during a handover.

It means the outgoing firm cannot finish a lodgement already in progress once
cessation has taken effect — so either it completes before the effective date,
or it passes to the incoming secretary. It also means a company cannot rely on
the old firm to file the s.58 notification of its own departure after the fact.

SSM has also confirmed that the outgoing secretary's name remains on the
company's corporate profile until the company updates it under s.58. Seeing the
old name on a profile search is not evidence the handover failed; it is usually
evidence the filing has not been made.

## Sequencing that avoids a vacancy

Section 240 gives 30 days, but there is no reason to use them. The clean order:

1. Obtain the incoming secretary's **written consent** under s.236(3), and check
   they hold a current s.241 practising certificate.
2. Agree the cessation date with the outgoing secretary, or note the s.237
   notice period already running.
3. Pass the board resolution appointing the incoming secretary **with effect
   from** the cessation date, so the two dates meet without a gap.
4. Take delivery of the s.47 documents and confirm the registered office.
5. Lodge the s.58 notifications and, if the address changed, the s.46(3)
   notification.
6. Update the s.57 register.

## Common mistakes

- **Treating the s.58 filing as the whole job.** The s.57 register is a separate
  duty with its own 14-day clock and its own penalty.
- **Forgetting the registered office moves.** It is the most common orphaned
  obligation in a switch, and it carries a fine up to RM50,000.
- **Leaving members' minutes with the old firm.** Section 47(2) does not permit
  those to be kept away from the registered office.
- **Letting a fee dispute stall the handover.** The records belong to the
  company; the invoice is a separate contractual question.
- **Appointing the new secretary from a later date than the cessation.** Any gap
  is a vacancy under s.240 and a breach of s.235(1).
- **Assuming system access transfers automatically.** It does not, and
  discovering that after the old firm has disengaged is expensive.
- **Accepting a handover without the beneficial ownership register.** It is a
  statutory record under Division 8A, not an optional extra.

## What's next

If the change was triggered by the incumbent resigning rather than by the
company, the notice periods under s.237 govern the timing and the company may
have less control over the date than it expects. If the vacancy has already run
past 30 days, deal with that exposure first — it sits on the directors
personally.

## 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 (Amendment) Act 2024 (Act A1701) — https://www.ssm.com.my/Pages/Legal_Framework/Document/A1701%20BI.pdf (SSM)
- Practice Note No. 4/2018 — Procedures on Resignation of Secretary under Section 237 — https://www.ssm.com.my/Pages/Legal_Framework/Document/PN4-2018_(BI).pdf (SSM)
- FAQ Part R — Practising Certificate (amendments to the 2025 Guidelines) — https://www.ssm.com.my/Pages/Legal_Framework/Document/FAQ%20-%20PINDAAN%20KE%20ATAS%20GARIS%20PANDUAN%20PC%202025_FINAL.pdf (SSM)

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