Statutory Registers Every Sdn Bhd Must Keep: A Checklist

Statutory registers are the paperwork nobody thinks about until an auditor, a bank, or a buyer’s lawyer asks to see them — and by then it is too late to reconstruct three years of missing updates.

There is one structural point that runs through every register below, and it is the one most guides miss. Keeping the register and telling SSM are always two separate duties. Section 50 requires the register of members; s.51 requires the notification. Section 57 requires the register of directors; s.58 requires the notification. Section 60B(1) requires the beneficial ownership register; s.60B(3) requires the lodgement. Each pair has its own deadline and its own penalty, and each can be breached without the other.

Which registers must a Sdn Bhd keep?

Register or record	Section	Where it must be kept	Update rule
Register of members	s.50(1)	Registered office, or an alternative allowed by s.54(1)	Notify SSM within 14 days (s.51)
Index of members (if over 50 members)	s.52(1)	With the register	Amend within 14 days (s.52(2))
Register of directors, managers and secretaries	s.57(1)	Registered office	Amend register within 14 days (s.57(4)); notify SSM within 14 days (s.58)
Register of directors’ shareholdings	s.59(1)	Kept by the company	Enter within 3 days of a s.219 notice (s.59(4), s.59(5))
Register of charges	s.362(3)	Registered office	Enter each charge in the register when created (s.362(3)); separately lodge with SSM within 30 days of creation (s.352(1))
Register of beneficial owners	s.60B(1)	Registered office or a place notified to SSM	Record within 14 days of receipt (s.60C(4)); lodge within 14 days of recording (s.60B(4))
Records of members’ resolutions and meetings	s.341(1)	Registered office or a notified place (s.342)	Retain at least 7 years (s.341(2))

Alongside these sit the documents in s.47(1) — the notice of registration, the constitution, board minutes, financial statements, accounting records under s.245, and copies of charge instruments.

Where must they be kept, and in what form?

Section 47(1) puts the default at the registered office. Section 47(2) allows most of those documents to be kept elsewhere if notice is given to the Registrar, with one exception: minutes and resolutions of members must stay at the registered office. A change to any alternative address is itself notifiable within 14 days under s.47(3).

Form is flexible. Section 49(1) permits records to be kept in writing or in any other form, electronic or otherwise, that allows them to be easily accessible and reproduced into written form — subject to the duty in s.49(2) to take reasonable precautions against falsification.

Where each register is explained in full

• Register of members — what makes someone a member, the 30-day entry clock on a transfer under s.106(1), and the s.50 versus s.51 split.
• Register of directors, managers and secretaries — the s.57 register against the s.58 notification, consent to act, and service addresses.
• Registered office — the s.46(2) public access duty, the 14-day change notification, and the s.47 document list.
• Minute books and records — every retention clock in one place, plus the 60-day accounting entry rule in s.245(2).
• Register of charges — the 30-day s.352 deadline, the voidness consequence, and the separate s.362 internal register.
• Certified true copies — what a company secretary is actually asserting when they certify a document.

Common mistakes

• Treating the SSM filing as the register update. They are different duties under different sections with different penalties.
• Batching updates once a year before the annual return. Every deadline above runs from the event, not from the anniversary.
• Losing continuity at a change of secretary. The registers belong to the company, and a handover that does not transfer a complete current set leaves the directors carrying the breach.
• Overlooking the register of directors’ shareholdings. Section 59 requires entries within three days of a director’s s.219 notice — the shortest clock in this whole area.
• Forgetting the beneficial ownership register. Division 8A applies to companies generally, and it carries two clocks, not one.

What’s next

Reconcile every register against SSM’s own record before the next annual return is due, since s.68(3) requires the registered office address, the addresses where the register of members and financial records are kept, the particulars of officers and the list of members to be lodged with it. Where the two disagree, correct the register first and lodge the outstanding notification second — one never fixes the other.