Who Can Be a Company Secretary in Malaysia

Ask most people what it takes to be a company secretary in Malaysia and you get five words: “MAICSA, MIA, or SSM-licensed.” That answer is not wrong, but it is missing the step that actually decides whether the person sitting across the table may lawfully sign your resolutions. Qualifying under s.235 and being entitled to act under s.241 are two different things, and a secretary can satisfy the first while failing the second.

What the Act requires before anything else

Section 235(1) of the Companies Act 2016 sets a baseline that has nothing to do with professional bodies. Every company must have at least one secretary who is:

Requirement	s.235(1) wording
A natural person	Not a firm, not a company
Eighteen years of age and above	No upper limit
A citizen or permanent resident of Malaysia	Citizenship or PR, nothing less
Ordinarily resident in Malaysia	By having a principal place of residence in Malaysia

All four apply cumulatively. A Malaysian citizen who has moved their principal residence to Singapore does not satisfy the fourth limb, however impressive their qualifications.

Only once those are met does s.235(2) ask the professional question — and it offers two routes.

Route one: membership of a Fourth Schedule body

Section 235(2)(a) qualifies a member of any body set out in the Fourth Schedule to the Act. Most guides name two. There are seven:

1. Malaysian Institute of Chartered Secretaries and Administrators (MAICSA)
2. Malaysian Institute of Accountants (MIA)
3. Malaysian Bar
4. Malaysian Association of Company Secretaries (MACS)
5. Malaysian Institute of Certified Public Accountants (MICPA)
6. Sabah Law Society
7. Advocates Association of Sarawak

Section 235(3) lets the Minister prescribe further bodies by notification in the Gazette, with any terms and conditions he thinks fit, so the list is capable of growing. Where a person belongs to more than one approved body, SSM requires them to designate a single body for the purpose of the practising certificate application.

Route two: an SSM licence under s.20G

Section 235(2)(b) qualifies a person licensed by the Commission under s.20G of the Companies Commission of Malaysia Act 2001. This is the route for practitioners who came up through experience and SSM’s own licensing process rather than a professional institute — the holders traditionally identified by an “LS” number.

The mechanics sit in the CCM Act, not the Companies Act:

• s.20F gives SSM the power to grant and renew licences.
• s.20G(4) requires SSM to be satisfied the applicant is a fit and proper person, having regard to their character, qualification and experience, the interest of the public, and whether they have previously contravened the CCM Act or the laws in its First Schedule.
• s.20G(5) makes a licence valid for three years from the date of issue or renewal, unless SSM specifies otherwise or revokes it sooner.
• s.20G(1)(b) requires a renewal application not later than 30 days before the licence expires.

SSM may also suspend a licence under s.20H, and a suspended licensee is deemed never to have been licensed for the duration of the suspension — a detail worth knowing before you rely on a licence number you have not checked recently.

Why qualifying does not let anyone act

This is the part competitor pages skip. Section 241(1) provides that a person who is qualified to act as a secretary and who desires to act must be registered under that section before he can act. SSM confirms s.241 came into force on 15 March 2019.

Registration produces a practising certificate issued by the Registrar under s.241(4)(b), and the particulars are entered in the register of secretaries kept under s.241(2). The current framework rests on the Companies (Practising Certificate for Secretaries) Regulations 2019 and SSM’s Guidelines Relating to Practising Certificate for Secretaries.

Item	Position confirmed by SSM
Application fee	RM100
First certificate validity	One year from date of issuance
Renewal validity	One, two or three years
Renewal fee	RM100, RM200 or RM300 respectively
Renewal deadline	Not later than 30 days before expiry
Certificate number on renewal	Unchanged
Where to apply	The e-Secretary system at esecretary.ssm.com.my

Two consequences follow that people underestimate. First, s.238(1)(c) disqualifies a person who ceases to hold a practising certificate — so a lapsed certificate is not an administrative inconvenience, it is automatic disqualification. Second, SSM requires the practising certificate number to be stated when the secretary executes any document in that capacity, lodges any document, or corresponds with the Registrar.

What changed in October 2025

SSM revised the practising certificate Guidelines with effect from 22 October 2025, and the accompanying FAQ was updated on 23 October 2025. Renewal is no longer a fee-payment exercise. Two conditions are new:

• Continuing Professional Education. A minimum of 20 CPE hours is required for the first renewal, and thereafter 20, 40 or 60 hours for a one, two or three-year certificate. Hours must be collected during the validity period of the certificate being renewed.
• Active appointment. The holder must have been appointed and named as a company secretary in at least one company during the validity period of the certificate preceding renewal. SSM verifies this through s.58 notifications and the e-Secretary record. Without it, the renewal application is ineligible and may be rejected or held in abeyance.

SSM also tightened the position on expired certificates. A certificate that has been expired for up to 12 months may still be renewed, with a lapse in the period. Beyond 12 months the holder must make a fresh s.241 application and receives a new certificate number — and must first complete the CPE hours that fell due under the expired certificate. SSM has confirmed this applies regardless of when the previous certificate expired.

Who is disqualified

Section 238(1) disqualifies a person who is an undischarged bankrupt, who has been convicted whether in or outside Malaysia of an offence referred to in s.198, or who ceases to hold a s.241 practising certificate.

Beyond that, s.238(2) gives the Registrar a show-cause power: where SSM forms the opinion that a person has failed to act honestly or to use reasonable diligence in discharging their duties, it may require them to show cause why the practising certificate should not be revoked or why they should not be disqualified.

Section 238(3) reaches the boardroom. If a disqualified person continues to act without leave of the Court, both that person and every director who knowingly permits it commit an offence.

The dual-capacity trap

Section 242 prohibits a person from acting in a dual capacity as both director and secretary in any situation that requires or authorises something to be done by a director and a secretary. It does not prohibit holding both offices — it prohibits using one person to satisfy a two-signature requirement. For a single-director Sdn Bhd, the practical effect is that the director cannot also serve as the company’s secretary for those purposes.

How to verify a secretary before you appoint one

By a notice dated 21 November 2024, SSM made Company Secretary Information Data (CSID) available online with effect from 20 November 2024. CSID covers company secretaries’ credentials, employment type and other data held by SSM, and is distributed in Excel format through SSM’s four authorised data portals: SSM e-Info, MyData SSM, SSM Search and SafeData SSM.

Almost no Malaysian guide mentions CSID exists. For a director doing diligence on a prospective secretary — or on the firm that has been filing on the company’s behalf for years — it is the most direct check available, alongside simply asking to see the practising certificate.

Common mistakes

• Treating approved-body membership as permission to act. It establishes eligibility under s.235(2). Section 241 still requires a practising certificate before the person may act at all.
• Assuming the Fourth Schedule means MAICSA and MIA. It lists seven bodies, including the Sabah Law Society and the Advocates Association of Sarawak.
• Letting the certificate lapse and carrying on. Section 238(1)(c) makes that automatic disqualification, and s.238(3) exposes directors who knowingly allow it.
• Renewing late. SSM requires the application not later than 30 days before expiry. Since October 2025 it also requires the CPE hours and at least one live appointment during the preceding certificate period.
• Appointing a Malaysian citizen who lives abroad. Section 235(1) requires a principal place of residence in Malaysia, not merely citizenship.
• Using a single director to sign as both director and secretary. Section 242 prohibits exactly that where the Act calls for both.

What’s next

If you are appointing rather than qualifying, the sequencing and the 30-day incorporation deadline sit in the appointment guide. If you are replacing an incumbent, the handover obligations and the s.58 notification matter more than the credentials check. And if you are the secretary and want out, s.237 sets a 30-day clock that runs whether or not the company cooperates.