Yes — a company secretary can be subject to personal criminal liability. Because they fall within the definition of an 'officer' of the company under the Companies Act 2016, a secretary is exposed to heavy penalties for false or misleading statements (sections 591-593): imprisonment of up to 10 years, a fine of up to RM3 million, or both. The courts have convicted actual secretaries over false forms submitted to SSM — for example, a former secretary fined RM210,000 under the false-statement provision of the Companies Act 1965 (now replaced by section 591 of the 2016 Act).
- A company secretary is an 'officer' of the company, so their liability is personal and separate from that of the directors.
- A false or misleading statement under section 591 can carry imprisonment of up to 10 years, a fine of up to RM3 million, or both.
- Sections 592 and 593 impose the same penalties (10 years / RM3 million) for false reports to stakeholders or to the Registrar.
- SSM cites the case of a former secretary fined RM210,000 (12 months' imprisonment in default) for false statements in Form 49 and Form 32A — convicted under the Companies Act 1965 (the predecessor provision to section 591 of the 2016 Act).
Who this applies to: Company secretaries (including licensed secretaries), secretarial firms, and directors who rely on the secretary.
On this page
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
- Understand the overarching framework: 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.
Is a company secretary personally liable, not just the company?
Yes. As an 'officer' of the company, a secretary can be prosecuted personally where a provision catches 'every officer who is in default', separate from any charge against the directors.
What is the penalty for making a false statement to SSM?
Under section 593 of the Companies Act 2016, a false statement or report to the Registrar (SSM) is punishable by imprisonment of up to 10 years, a fine of up to RM3 million, or both.
The following are deliberately unstated or described only qualitatively until confirmed by a subject-matter expert:
- Seksyen tuduhan tepat bagi PP lwn Khaeromze bin Ahmad (dinyatakan seksyen 364(2) Akta Syarikat 1965) — sahkan terhadap siaran media rasmi SSM.
- Kes PP lwn Ho Woon Choon (setiausaha Dataco Communications; Mahkamah Rayuan Putrajaya, 16 Jun 2011; Borang 24; seksyen 364(2) Akta Syarikat 1965) — sahkan nombor kes / laporan mahkamah rasmi.
- Angka penalti seksyen 68 (denda tidak melebihi RM50,000 + RM1,000/hari) — sahkan terhadap teks Akta 777.
- Syarat pemastautin setiausaha di bawah seksyen 235(1) — sahkan susunan subseksyen terhadap teks Akta 777.
- Tarikh kuat kuasa Akta Syarikat 2016 (31 Januari 2017) — sahkan.
- URL kanonik SSM bagi deck 'Common Offences Under Companies Act 2016' (kini dipetik daripada rehost pihak ketiga cwca.com.my); gantikan dengan salinan di domain ssm.com.my jika ada.
- Kes PP lwn Sandhiransegaran (Venus Polymer Sdn Bhd, penjara 5 tahun) muncul dalam slaid latihan SSM tanpa nombor kes/laporan mahkamah — jangan petik semula tanpa pengesahan bebas.
Sources
- Companies Act 2016 (Act 777) — Reprint as at 1 August 2022 — Suruhanjaya Syarikat Malaysia (SSM)
- Common Offences Under Companies Act 2016 — Corporate Governance Offences — Suruhanjaya Syarikat Malaysia (SSM)
Change history
| Version | Date | Change | By |
|---|---|---|---|
| 01.00 | 7 Aug 2026 | Approved and published. | — |