# Statutory Liability and Offences of a Company Secretary > A company secretary is an 'officer' of the company, and is therefore exposed to personal criminal liability — including imprisonment of up to 10 years for false statements — separate from the directors' liability. - Category: company-secretary - Language: en - Status: published - Updated: 2026-08-07 - Canonical: https://negaraku.md/en/company-secretary/company-secretary-liability-and-offences --- A single signature on an SSM form can put a company secretary in the dock — not just the company or its directors. A defective document, even signed on the directors' instructions, remains the personal responsibility of the person who filed it. ## Is a company secretary an "officer" in the eyes of the law? Yes. Under the Companies Act 2016, a company secretary falls within the definition of an "officer" of the company, on a par with directors and managers. The consequence is significant: when a provision catches "every officer who is in default", the secretary is also exposed personally, separate from the directors' liability. The secretary must also be a citizen or permanent resident ordinarily residing in Malaysia (section 235(1)). ## What are the offences that most often catch secretaries? The biggest risk relates to filed documents. SSM lists several "false statement" offences that carry heavy penalties: | Section | Offence | Offender | Maximum penalty | |---|---|---|---| | 591 | Making or authorising a false/misleading statement in any document under the Act | Any person | 10 years' imprisonment, RM3 million fine, or both | | 592 | False report to directors, auditors, members, a stock exchange or the Securities Commission | Officer | 10 years' imprisonment, RM3 million fine, or both | | 593 | False statement or report to the Registrar (SSM) | Officer | 10 years' imprisonment, RM3 million fine, or both | | 594 | Deceiving a person into investing money | Officer or agent | 10 years' imprisonment, RM3 million fine, or both | These figures are the maximum limits; the actual penalty depends on the court. ## Has an actual secretary ever been convicted? Yes. In **PP v Khaeromze bin Ahmad**, a former company secretary of Armas Medina Sdn Bhd was convicted at the Johor Bahru Sessions Court for making false statements in Form 49 (relating to the resignation of two directors) and Form 32A (relating to the transfer of directors' shares). He was fined **RM210,000, with 12 months' imprisonment in default of payment**. It must be stressed: that conviction was made under **section 364(2) of the Companies Act 1965** — the false-statement provision that was the predecessor to section 591 of the Companies Act 2016 — because the act took place before the 2016 Act came into force on 31 January 2017. SSM itself cites this case as an illustration of the false-statement offence now contained in section 591. An earlier example is **PP v Ho Woon Choon**. On 16 June 2011, the Court of Appeal in Putrajaya unanimously upheld the conviction of Ho Woon Choon, the company secretary of Dataco Communications Sdn Bhd, under section 364(2) of the Companies Act 1965 for making a false statement in Form 24 — declaring an allotment of shares as fully paid when it was not. This case shows that a secretary who makes a declaration in a statutory form bears personal responsibility for the truth of that declaration. This liability also extends to directors who misuse the secretary. Sections 592 and 593 catch any *officer* who makes, authorises or permits a false statement — including a director who directs the secretary to do so. Accordingly, a director's instruction is no shield: both parties can be prosecuted separately. ## What about filing default? Fraud is not the only offence. Delay or failure to file statutory documents also puts officers — including the secretary — at risk. For example, failure to file the annual return under section 68 can carry a fine not exceeding RM50,000, and a continuing fine not exceeding RM1,000 for each day the offence continues after conviction. ## How can a secretary protect themselves? - Verify the accuracy of every form before filing — do not sign merely on a verbal instruction. - Keep written authorisation (a board resolution or letter of authority) for every filed action. - File within the statutory period; do not let documents fall into arrears until they become a continuing offence. - If in doubt about the validity of information provided by the directors, request written confirmation before filing. ## What's next - Read the full duties and responsibilities of a secretary: [company-secretary-duties-and-responsibilities](/en/company-secretary/company-secretary-duties-and-responsibilities) - Understand the overarching framework: [Companies Act 2016](/en/company-secretary/companies-act-2016) - If you face a real risk of prosecution, obtain advice from a licensed corporate lawyer — this article is general guidance, not legal advice. ## 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 (Suruhanjaya Syarikat Malaysia (SSM)) - Common Offences Under Companies Act 2016 — Corporate Governance Offences — https://www.cwca.com.my/v3/wp-content/uploads/2024/04/SSM-P2-Common-Offences-under-CA2016-Part-2-03102018.pdf.pdf (Suruhanjaya Syarikat Malaysia (SSM)) --- Source of truth: https://github.com/negaraku-md/NegaraKu.md License: CC BY-SA 4.0