# The 30-Day Company Secretary Vacancy Rule

> Why the office of company secretary cannot stay empty beyond 30 days, what happens on day 31, and which officers carry the liability.

- Category: company-secretary
- Language: en
- Status: published
- Updated: 2026-07-20
- Canonical: https://negaraku.md/en/company-secretary/secretary-vacancy-30-days

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Most Sdn Bhd directors discover this rule the way you discover a smoke alarm
battery: late, and because something else has already gone wrong. The secretary
resigned, the replacement quote looked expensive, and three months later the
company is still shopping around.

Every one of those days after day 30 is a continuing statutory breach — and it
is the directors, not the departed secretary, who own it.

## What s.240 actually says

The provision is one sentence:

> The office of the secretary of a company shall not be left vacant for more
> than thirty days at any one time.

Read the last four words. **Most guides state this as a 30-day window after
incorporation.** It is not. Section 240 is a continuing obligation that applies
to every vacancy across the company's life. The post-incorporation deadline is a
different provision — s.236(2), which requires the first secretary to be
appointed within 30 days from the date of incorporation.

The two are frequently collapsed into one sentence, which leaves directors
believing that once the first secretary is in place the rule is spent. It is
not.

## The breach is doubled

A vacancy running past 30 days contravenes two provisions at once.

| Provision | What it requires |
| --- | --- |
| s.235(1) | The company shall have at least one secretary — an at-all-times duty |
| s.240 | The office shall not be left vacant more than 30 days at any one time |

Section 235(1) has no grace period at all. Section 240 is best understood as the
enforcement tolerance around it: SSM will not treat a brief gap as a breach, but
30 days is the limit of that tolerance.

## Who is liable on day 31

Section 235(4) is the answer, and it is short: the company and **every director**
who contravene the section commit an offence.

The secretary who resigned is not liable. They no longer hold the office, and
under s.237(4) their exposure is limited to acts and omissions during their
tenure. Practice Note 4/2018 places the replacement duty squarely on the
company, stating that where the resigning secretary is the only secretary, the
appointment of a new secretary must be effected within 30 days from the day the
office becomes vacant.

Directors occasionally argue the outgoing secretary should have stayed on until
a replacement was found. Section 237 imposes no such duty.

## What the penalty is

Neither s.235 nor s.240 states a fine. Both simply create an offence, or in the
case of s.240, a prohibition. That is where s.588 does the work.

Section 588(2) provides that where a penalty is not expressly mentioned, a
person guilty of an offence under the Act is liable, in the case of an
individual, to a fine not exceeding RM50,000 or imprisonment for a term not
exceeding three years or to both, and in the case of a person other than an
individual, to a fine not exceeding RM50,000.

Because "individual" means a natural person under s.588(3), each director is
exposed personally, separately from the company.

## The practical damage arrives sooner than prosecution

Prosecution is rare. Paralysis is not. Statutory lodgements are executed and
lodged by the secretary in that capacity, and SSM requires the practising
certificate number on documents lodged with the Registrar. With no secretary in
office, the company cannot cleanly file changes of directors, allotments,
charges or the annual return — and those deadlines keep running.

A vacancy therefore tends to generate a second layer of defaults, each with its
own penalty, well before anyone at SSM asks why the office is empty.

## Common mistakes

- **Reading s.240 as a post-incorporation grace period.** It says at any one
  time, and it governs every vacancy.
- **Assuming the outgoing secretary stays on the hook.** Liability under
  s.235(4) attaches to the company and every director.
- **Treating the corporate profile as proof of compliance.** A former
  secretary's name remains displayed until the company lodges the s.58
  notification, so the profile can show a secretary the company no longer has.
- **Letting the search for a cheaper firm run past the deadline.** Appoint
  someone, then switch later if you want to.
- **Forgetting the incoming secretary needs a valid practising certificate.**
  Appointing a disqualified person under s.238 does not stop the clock.

## What's next

If the vacancy arose from a resignation, check whether the secretary lodged
anything with SSM under Practice Note 4/2018, because that determines what the
public record now shows. If a replacement is lined up, the handover of statutory
registers, minute books and system access is what decides whether they can file
anything on your behalf in the first place.

## 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)
- Practice Note No. 4/2018 — Procedures on Resignation of Secretary under Section 237 — https://www.ssm.com.my/Pages/Legal_Framework/Document/PN4-2018_(BI).pdf (SSM)

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