Business owners often mix up the company secretary vs accountant roles, and then add the auditor to the confusion. All three deal with your company’s paperwork, but they handle completely different parts of it: the company secretary looks after legal and statutory compliance with SSM, the accountant looks after your numbers and tax, and the auditor independently checks that those numbers can be trusted.This guide explains what each one does, how they differ, and which ones your Sdn Bhd actually needs.
Company Secretary vs Accountant vs Auditor: Quick Comparison
| Company Secretary | Accountant | Auditor | |
|---|---|---|---|
| Main focus | Corporate and legal compliance | Financial records, reporting and tax | Independent check of the financial statements |
| Deals mainly with | SSM and the Companies Act 2016 | Your books, financial statements and LHDN | The shareholders, who rely on the accounts |
| Typical work | Statutory registers, annual return, director and share changes, meeting minutes | Bookkeeping, financial statements, tax computations | Audit of the financial statements and an audit report |
| Required for a Sdn Bhd? | Yes, must be appointed within 30 days of incorporation | No named statutory role, but proper accounting records must be kept | Generally yes, unless the company qualifies for an exemption |
| Works with you | Throughout the year | Throughout the year | Once a year, after the accounts are prepared |
What Does a Company Secretary Do?
The company secretary is a company officer under the Companies Act 2016, and every Sdn Bhd must appoint one within 30 days of incorporation. The role covers:
- Maintaining statutory registers such as members and directors
- Lodging filings with SSM, including the annual return and notifications of director, address or share changes
- Organising board meetings and any general meetings, and keeping the minutes
- Advising directors on their compliance obligations under the Companies Act
They do not keep your books or sign off your accounts. For the full list of duties, see The Role and Duties of a Company Secretary in Malaysia, and for why the appointment is mandatory, see Is a Company Secretary Compulsory for Sdn Bhd in Malaysia?
What Does an Accountant Do?
An accountant looks after the financial side of the business. Typically that means:
- Recording day-to-day transactions and maintaining your accounting records
- Preparing financial statements at year end
- Preparing management reports so you can see how the business is performing
- Calculating tax and preparing the corporate tax return for LHDN, usually together with a tax agent
A Sdn Bhd has to keep proper accounting records, but the law does not name a specific “accountant” officer the way it does for a company secretary. In practice almost every company uses an accountant or bookkeeper, because someone has to produce the numbers.
What Does an Auditor Do?
An auditor does not prepare your accounts. They examine the financial statements that management and the accountant prepared, test them against the records, and give an independent opinion on whether they present a true and fair view. The report is addressed to the shareholders, not to the directors.
Auditors must be qualified, licensed professionals, and they must be independent of the company they audit. That is why the person who prepares your accounts should not also be the person who audits them. Many private companies must have their accounts audited every year, although some, such as dormant companies and certain small companies, can qualify for an exemption, so check the current rules for your company.
Company Secretary vs Accountant: Key Differences
Different regulators and different questions. The company secretary answers the question “Is the company meeting its legal and corporate obligations to SSM?” The accountant answers “What are the numbers and what tax do we owe?” Nobody in this trio replaces the other two.
Different deadlines. Each one is working to a different calendar. The company secretary keeps you to the annual return deadline, which falls within 30 days of the incorporation anniversary (see Annual Return Filing in Malaysia). The accountant works to the financial statements and tax return, with financial statements circulated within 6 months of the financial year end and the corporate tax return due 7 months after the year end.
Different qualifications. A company secretary must be a qualified individual who meets the Companies Act requirements, an accountant usually belongs to an accounting body, and an auditor must be a licensed audit professional.
They overlap at one point. The audited or unaudited financial statements prepared by your accountant are what the company secretary files with SSM, so the three need to share information and the same financial year-end dates.
Difference Between Company Secretary and Auditor
The difference between a company secretary and an auditor comes down to who they work for and what they check. The company secretary is an officer of the company, appointed to help the directors comply with the law, and is part of the company’s day-to-day governance. The auditor sits outside management by design. Their value comes from independence, so they report to shareholders on the accounts rather than helping to prepare them.
A company secretary will not audit your accounts, and an auditor will not maintain your statutory registers or file your annual return. If you need both, they are two separate appointments.
Company Secretary vs Accountant vs Auditor: Who Do You Need and When?
- A newly incorporated Sdn Bhd needs a company secretary within 30 days, and should set up an accountant early so records are kept from the first transaction.
- A trading company needs all three: a company secretary for SSM compliance, an accountant for the books and tax, and an auditor each year unless an exemption applies.
- A dormant company still needs a company secretary and still has to file an annual return, even if there is little or no accounting activity.
- A company making changes, such as adding a director, transferring shares or changing its address, needs the company secretary for the filing and may need the accountant for the financial impact.
Not sure who your company needs for the SSM and compliance side? See our Company Secretary services or get in touch and we will point you in the right direction.
Frequently Asked Questions
Q: What is the difference between a company secretary and an accountant?
A company secretary handles legal and statutory compliance with SSM, such as registers, filings and meetings. An accountant handles your financial records, financial statements and tax. They do different jobs and one cannot replace the other.
Q: What is the difference between a company secretary and an auditor?
The company secretary is an officer of the company who helps the directors meet their legal obligations. The auditor is independent of management and gives shareholders an opinion on whether the financial statements are reliable.
Q: Does my Sdn Bhd need all three?
Every Sdn Bhd needs a company secretary. Almost every trading company also needs an accountant, and most private companies need an annual audit unless they qualify for an exemption.
Q: Can my accountant also be my company secretary?
Only if that person is individually qualified and registered to act as a company secretary under the Companies Act 2016. Being an accountant does not by itself make someone a company secretary.
Q: Can the same person be my accountant and my auditor?
Generally no. An auditor must be independent, so the person who prepares your accounts should not be the one who audits them.
Q: Does a dormant company need an accountant or auditor?
A dormant company still needs a company secretary and must file its annual return. Whether it needs an audit depends on whether it qualifies for the audit exemption, so check the current rules for your company.
