# Register of Directors, Managers and Secretaries: s.57 vs s.58

> What the register of directors, managers and secretaries must contain under s.57 of the Companies Act 2016, and how that internal duty differs from the separate 14-day duty to notify SSM under s.58.

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

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A director resigns on 3 March. The secretary lodges the s.58 notification with SSM
on 14 March, well inside the deadline, and closes the file. Eleven months later a
buyer's lawyer asks to inspect the register of directors and finds the resigned
director still listed. The company has complied with one duty and breached the
other — and the breach with the higher penalty is the one nobody noticed.

Sections 57 and 58 of the Companies Act 2016 sit next to each other, both run on a
14-day clock, and are treated by almost every published guide as a single step.
They are not. One is a book you keep. The other is a form you send.

## What does s.57 actually require you to keep?

Section 57(1) requires every company to keep, **at its registered office**, a
register of its directors, managers and secretaries containing at minimum:

| Officer | Particulars required | Source |
| --- | --- | --- |
| Director | Name, residential address, service address, date of birth, business occupation, identification | s.57(1)(a)(i) |
| Director | Particulars of other directorships of public companies or subsidiaries of public companies | s.57(1)(a)(ii) |
| Manager and secretary | Full name, identification, residential address, business address if any, other occupation | s.57(1)(b) |

Two definitions in s.57(7) widen this further than it looks. "Identification" means
the NRIC number, or for a person without an NRIC, passport particulars or other
available evidence of identity. And "director" **includes an alternate, substitute
or local director** — so an alternate appointed for a single board meeting belongs
in the register.

Section 57(2) offers one simplification: where a person is a director of one or
more subsidiaries of the same holding company, it is enough to disclose that they
hold one or more directorships in that group, described by the holding company's
name plus the word "Group".

Note also that s.57(1) gives the register no alternative address. The register of
members can sit at an agent's office under s.54(1); the register of directors
cannot. It lives at the registered office.

## Who can inspect it?

Under s.57(3), any member of the company may inspect free of charge, and any other
person may inspect on payment of RM10 or such lesser sum as the company fixes.

That is a genuinely public register. Directors who assume their residential
address is private because SSM shows a service address are mistaken: s.57(1)(a)(i)
requires **both** addresses in the register, and s.57(3) opens the register to any
person willing to pay RM10.

Section 57(5) adds an evidential effect running the other way — a certificate from
the Registrar stating that a person appears from a s.57 return to have been a
director, manager or secretary at a specified time is admissible in evidence and is
prima facie evidence of the facts stated.

## Where do s.57 and s.58 diverge?

Both are 14 days. Both start from the change. That is where the similarity ends.

**Section 57(4) — the register duty.** If 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 from the change. Penalty under s.57(6): a fine not
exceeding RM10,000, plus RM500 a day for a continuing offence.

**Section 58(1) — the notification duty.** The company shall notify **the
Registrar** within 14 days from the date of:

- (a) incorporation, of the particulars required under s.57;
- (b) any change in the name, residential address or other prescribed particulars
  of a director, manager or secretary, or the service address of any director;
- (c) a person ceasing to be, or becoming, a director;
- (d) a person becoming a manager or secretary, specifying full name, address and
  other occupation; and
- (e) a person ceasing to be a manager or secretary.

Penalty under s.58(4): a fine not exceeding **RM50,000**, plus RM500 a day.

The two clocks run in parallel from the same event, not in sequence. There is no
grace period in which the register waits for the SSM filing to be accepted. And the
duty that carries five times the penalty is the one people remember, while the
cheaper duty is the one that leaves a permanent, inspectable paper trail of the
breach.

## What must accompany a new director notification?

Section 58(3) sets two conditions on a notice that a person has become a director.
The notice must contain a statement of the new director's particulars as set out in
s.57(1)(a), and it must **be accompanied with a consent to act in that capacity by
that person**.

Consent to act is not optional and not retrospective paperwork. A notification
lodged without it is incomplete, and an appointment recorded without it invites the
question of whether the person ever agreed to serve.

SSM's FAQ Part E resolves a related question that trips up secretarial teams: a
board resolution needs to be attached only where there is a change in the
appointment or removal of a director. Changes to particulars — a renewed passport
number, a new home address — require no resolution.

## What counts as a service address, and why is it separate?

"Service address" is defined in s.2 as an address, electronic or otherwise,
provided to the company to which any communication may be sent. It sits alongside
residential address as a distinct particular in s.57(1)(a)(i), and s.58(1)(b)
expressly makes a change in a director's service address notifiable.

SSM's FAQ Part E, updated 9 June 2017, addresses the common case where a director
has no separate business or email address. The answer is that the notification must
still be made, stating that the residential address and the service address are the
same address. Leaving the field blank is not the same as leaving it unchanged.

## Common mistakes

- **Filing with SSM and calling it done.** The most common breach in this pair.
  Section 57(4) is a separate duty on the same clock.
- **Keeping the register at the secretarial firm when the registered office is
  elsewhere.** Section 57(1) ties the register to the registered office, with no
  alternative address provision.
- **Omitting alternate directors.** Section 57(7) defines "director" to include
  alternate, substitute and local directors.
- **Treating the residential address as private.** Section 57(3) opens the register
  to any person for RM10, and s.57(1)(a)(i) requires the residential address in it.
- **Lodging a new-director notification without the consent to act.** Section
  58(3)(b) makes it a required accompaniment, not a supporting document.
- **Attaching a board resolution to every particulars change.** SSM says it is
  needed only for appointment or removal, and unnecessary attachments slow queries.
- **Forgetting managers.** Sections 57 and 58 both cover managers, not just
  directors and secretaries, and companies that appoint a manager rarely register
  one.

## What's next

Run the same reconciliation you would run on the register of members: pull the
company's SSM profile, put it beside the s.57 register, and check them line by
line before the annual return, which under s.68(3)(h) must carry the particulars of
directors, managers, secretaries and auditors. Where the two disagree, correct the
register and lodge the outstanding s.58 notification separately — one action does
not fix the other. Then apply the same test to the
[register of members](/en/company-secretary/register-of-members), where the same
split appears as s.50 against s.51.

## 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)
- FAQ Part E — Notification of Particulars and Change in Register of Directors, Manager and Secretaries — https://www.ssm.com.my/Pages/Legal_Framework/FAQS-ON-COMPANIES-ACT-2016-AND-TRANSITIONAL-ISSUES/part_e.pdf (SSM)
- Notification of Change in the Register of Directors, Managers and Secretaries — Section 58 — https://www.ssm.com.my/Pages/Legal_Framework/PDF%20Tab%202/21._notification_of_change_in_the_register_of_directors_secretaries_and_.pdf (SSM)

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