Section 57 of the Companies Act 2016 requires every company to keep a register of its directors, managers and secretaries at its registered office and to update it within 14 days of any change. Section 58 separately requires the company to notify SSM within 14 days. Both clocks run from the change, but they are different duties with different penalties — RM10,000 under s.57 and RM50,000 under s.58.
- s.57 is the internal register; s.58 is the notification to SSM — two duties, two penalties
- Both deadlines are 14 days, but they run in parallel, not in sequence
- The s.57 register must be kept at the registered office — s.57(1) allows no alternative address
- A notice appointing a new director must be accompanied by that person's consent to act under s.58(3)(b)
- Breaching s.57 risks up to RM10,000; breaching s.58 risks up to RM50,000, plus RM500 a day each
- Service address is a separate particular from residential address and both must be kept current
Who this applies to: Company secretaries and directors of Malaysian companies handling board changes, resignations or changes in officer particulars.
On this page
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, where the same split appears as s.50 against s.51.
If I lodge the section 58 notification with SSM, do I still need to update the internal register?
Yes. They are separate obligations. Section 57(4) requires the company to effect the change in its own register within 14 days of the change, and s.58(1) separately requires notification to the Registrar within 14 days. Lodging with SSM does not discharge s.57, and updating the register does not discharge s.58.
Can the register of directors be kept at the company secretary's office instead of the registered office?
Section 57(1) requires the register to be kept at the registered office and, unlike the register of members under s.54, provides no alternative location. In practice most Sdn Bhds name their company secretary's office as the registered office, which resolves the point — but the register follows the registered office, not the secretary.
What is a service address and why does it matter?
Service address is defined in s.2 as an address, electronic or otherwise, provided to the company to which communications may be sent. It is a separate particular from residential address in s.57(1)(a)(i). SSM's FAQ Part E confirms that where a director has only a residential address, the notification must state that the residential and service addresses are the same.
Does every change of particulars need a board resolution?
No. SSM's FAQ Part E states that a resolution needs to be attached only where there is a change in the appointment or removal of a director. Changes to particulars such as a passport number or an address do not require a resolution.
Who can inspect the register of directors?
Any member of the company, free of charge, and any other person on payment of RM10 or such lesser sum as the company requires, under s.57(3). This is a wider right of access than many directors expect.
What happens if we appoint a director but never file with SSM?
The appointment may still be valid internally, but the company and every officer commit an offence under s.58(4), punishable by a fine not exceeding RM50,000 plus RM500 a day for a continuing offence. SSM's public record will also continue to show the wrong board, which creates problems with banks, tenders and due diligence.
The following are deliberately unstated or described only qualitatively until confirmed by a subject-matter expert:
- Confirm the current SSM late lodgement fee scale for s.58 notifications against the prevailing SSM practice directive on late lodgement penalties
Sources
- Companies Act 2016 (Act 777), reprint as at 1 August 2022 — SSM
- FAQ Part E — Notification of Particulars and Change in Register of Directors, Manager and Secretaries — SSM
- Notification of Change in the Register of Directors, Managers and Secretaries — Section 58 — SSM
Change history
| Version | Date | Change | By |
|---|---|---|---|
| 01.00 | 20 Jul 2026 | Approved and published. | — |