Registered Office: Rules, Change and the Public Access Duty

Every company secretarial firm in Malaysia sells a registered office service. Very few of their web pages mention s.46(2) of the Companies Act 2016, which says the registered office shall be open and accessible to the public during ordinary business hours.

That is the whole product, stated as a statutory duty, and it is missing from the marketing because it is the part that costs something to deliver. An address that receives mail is not the same thing as an address a member of the public can walk into and ask to inspect the register of directors.

What does the Act actually require?

Section 46 is four subsections long and each one bites.

• s.46(1) — a company shall at all times have a registered office in Malaysia to which all communications and notices may be addressed. There is no grace period, including in the gap between one secretarial firm resigning and the next being appointed.
• s.46(2) — the registered office shall be open and accessible to the public during ordinary business hours.
• s.46(3) — the Registrar shall be notified of any change in the address of the registered office within fourteen days of such change.
• s.46(4) — the company and every officer who contravene this section commit an offence and are liable, on conviction, to a fine not exceeding RM50,000.

Two features of s.46(4) are worth pausing on. First, liability extends to every officer personally, not just the company. Second, and unusually for this Division of the Act, there is no additional daily fine for a continuing offence — the neighbouring sections 47, 50, 51 and 57 all carry a further RM500 per day, and s.46 does not. That makes the headline exposure high and the drip lower.

What has to be kept there?

Section 47(1) lists eleven categories of documents that a company shall keep at its registered office:

Item	Document
(a)	Notice of registration issued under s.15
(b)	The constitution, if any
(c)	Certificates given under the Act or previous written law
(d)	All registers, books, records and documents required under the Act
(e)	Minutes of all meetings of members and resolutions of members
(f)	Minutes of all meetings and resolutions of the Board and Board committees
(g)	Copies of all written communications to all members or all holders of a class
(h)	Copies of all financial statements and group financial statements
(i)	The accounting records required under s.245
(j)	Copies of all instruments creating or evidencing charges
(k)	Such other documents required to be kept by the Registrar

Section 47(2) then allows any of these to be kept somewhere other than the registered office, provided notice to that effect has been given to the Registrar — with one exception. Paragraph (1)(e), the minutes and resolutions of members, is expressly carved out. Members’ meeting records stay at the registered office.

If the alternative address later changes, s.47(3) imposes its own 14-day notification. This is a distinct duty from s.46(3), and moving offices frequently triggers both at once. The penalty under s.47(4) is a fine not exceeding RM10,000 plus RM500 a day for a continuing offence.

Do the records have to be on paper?

No. Section 49(1) allows the documents and records referred to in s.47 to be kept in written form or in any other form or manner, electronic or otherwise, that allows them to be easily accessible and reproduced into written form.

The trade-off comes in s.49(2) and (4). The company must take reasonable precautions to prevent the records from being falsified, and a contravention of s.49 carries a fine not exceeding RM500,000 or imprisonment up to five years or both — an order of magnitude above the rest of this Division. If a company discovers a record has been falsified, s.49(3) requires it to inform the Registrar immediately.

Section 48 supports all of this on the access side: documents that must be made available for inspection have to be made available at the registered office or another place allowed by the Act, the company must provide proper facilities to enable inspection, and under s.48(3) the person inspecting is entitled to make copies or take extracts.

What else must physically be at the address?

Section 30(1) requires a company to display its registered name and company registration number at its registered office, at every place where its business is carried on, and at every place where its books are kept. Section 30(3) leaves the manner of display to the Registrar to determine.

A contravention of s.30 is an offence under s.30(5) with no penalty stated in the section itself, which means the default in s.588(2) applies: for an individual, a fine not exceeding RM50,000 or imprisonment up to three years or both.

If the company has changed its name under s.28 or s.29, s.30(4) requires the former name to appear beneath the present registered name for at least twelve months from the date of the change.

How do you change the registered office correctly?

The sequence is short and the order matters.

1. Pass the board resolution fixing the new address and its effective date.
2. Move the s.47 documents — or, if some will stay at a different address, confirm that the s.47(2) notice covering that address is already in place.
3. Lodge the Section 46 notification with SSM within 14 days of the change. The clock runs from the change, not from the board resolution approving it in principle.
4. Check the s.47(3) trigger. If the address where any registers or accounting records are kept has also moved, that is a second notification.
5. Update the s.30(1) display at the new premises, and on business letters, invoices, websites and other correspondence under s.30(2).

The address also has to be right on the next annual return: s.68(3)(a) requires the registered office address, and s.68(3)(d) and (e) require the addresses where the register of members and the financial records are kept if they are not at the registered office.

Common mistakes

• Buying a mailbox and calling it a registered office. Section 46(2) requires public access during ordinary business hours, and s.48(2) requires proper facilities for inspection.
• Assuming s.46(3) covers everything. Moving the place where accounting records or registers are kept triggers the separate s.47(3) notification.
• Letting the office lapse during a secretarial handover. Section 46(1) says “at all times”. A gap is a breach even if the new address is filed promptly.
• Moving the members’ minute book off-site. Section 47(2) permits alternative locations for everything in s.47(1) except paragraph (e).
• Running the 14 days from the board resolution. The clock in s.46(3) runs from the change of address itself.
• Skipping the signage. Section 30(1)(a) requires the registered name and registration number displayed at the registered office, and the s.588(2) default penalty for an individual reaches RM50,000.
• Forgetting the twelve-month legacy name. After a name change, s.30(4) requires the former name beneath the new one for at least a year.

What’s next

Walk the address. If a member of the public arrived at 10am on a Tuesday and asked to inspect the register of directors under s.57(3), could the company produce it? That single test resolves s.46(2), s.47(1) and s.48(2) at once. Then confirm which records are actually held there and which have quietly migrated, using the minute books and records retention guide, and check that any off-site address is covered by a lodged s.47(2) notice.