Yes — is company secretary compulsory Malaysia? For every Sdn Bhd, the answer is a firm yes. Under Section 235 of the Companies Act 2016, every company incorporated in Malaysia must appoint at least one qualified company secretary within 30 days of incorporation. There is no exemption for small companies, single-director companies, or dormant companies.This guide explains exactly what the law requires, who qualifies to act as a company secretary, what happens if you miss the deadline, and how to get one appointed — everything you need to answer “is company secretary compulsory Malaysia” for your own business.
Is Company Secretary Compulsory Malaysia? What the Law Says
Section 235 of the Companies Act 2016 requires every company, private (Sdn Bhd) or public (Berhad), to have at least one company secretary. The first company secretary must be appointed within 30 days of incorporation, and the appointment must be lodged with SSM (Companies Commission of Malaysia).
This applies regardless of your company’s size, revenue, or number of directors. Even a single-director, single-shareholder Sdn Bhd with no business activity yet must have a company secretary in place.
If you haven’t incorporated yet, see our full guide: How to Register a Sdn Bhd in Malaysia in 2026.
Who Is Qualified to Be a Company Secretary in Malaysia?
Not just anyone can take on the role. Under Section 235 and Section 241 of the Companies Act 2016, a company secretary must be:
- A natural person, 18 years of age or above
- A Malaysian citizen or permanent resident, ordinarily residing in Malaysia
- Either a member of a prescribed professional body (such as MAICSA, MIA, MICPA, or the Bar Council), or a person licensed by SSM under Section 20G of the SSM Act 2001
- Registered with SSM and holding a valid practising certificate under Section 241
- Not disqualified under Section 238 (for example, an undischarged bankrupt cannot act as a company secretary)
A director generally cannot also act as the company secretary at the same time under Section 242, since the Act requires certain matters to be handled by a director and a secretary separately. And importantly, this means a foreign shareholder or director cannot act as their own company secretary, since the role requires Malaysian residency and a licence.
What Does a Company Secretary Actually Do?
The role goes well beyond paperwork. A company secretary is responsible for:
- Maintaining statutory registers (members, directors, secretaries, charges)
- Filing the annual return and financial statements with SSM
- Lodging changes to company particulars (directors, shareholders, registered address) within the statutory timeframe
- Organising board meetings and the AGM, including notices, resolutions and minutes
- Advising the board on compliance with the Companies Act and corporate governance
For a full breakdown, see The Role and Duties of a Company Secretary in Malaysia.
Statutory Deadlines a Company Secretary Keeps You On Top Of
| Obligation | Deadline | Filed With |
|---|---|---|
| Appoint first company secretary | Within 30 days of incorporation | SSM, notified within 14 days of appointment |
| Annual return | Within 30 days of the incorporation anniversary, every year | SSM |
| Financial statements | Within 6 months of the financial year end (private companies) | SSM |
| Changes to company particulars | Within 30 days of the change | SSM, via MyCoID |
| Replacing a resigned secretary | Within 30 days; the role cannot stay vacant longer than that | SSM, notified within 14 days |
Is Company Secretary Compulsory Malaysia? What Happens If You Don’t Appoint One
Failing to appoint a company secretary within 30 days of incorporation is a breach of the Companies Act 2016. Beyond the direct penalty exposure, a company without a company secretary also cannot properly lodge its annual return or other statutory filings, since a director alone cannot lodge these with SSM. This creates a compounding compliance problem: missed filings lead to further penalties and put the company and its directors at risk.
In practice, this is one of the most common issues we see with newly incorporated companies that tried to handle registration themselves and didn’t realise the 30-day clock had already started.
Can I Be My Own Company Secretary?
Only if you personally meet all the qualification requirements above, which in practice means you would need to be a Malaysian resident who is a member of a recognised professional body or licensed by SSM, and hold a valid practising certificate. Most business owners, including experienced ones, are not qualified to act in this role themselves and appoint a licensed company secretary or firm instead.
How to Appoint a Company Secretary
If you’re incorporating a new Sdn Bhd, the fastest route is to appoint your company secretary as part of the incorporation process, so the 30-day clock is never a concern. See our Company Incorporation service.
If your company already exists and needs to appoint, replace, or switch its company secretary, we handle the full transition: lodging the resignation and new appointment with SSM within the required timeframes, and transferring over your statutory registers. See our Company Secretary Changes service.
We also take on the ongoing role for existing companies, including keeping your registers current and organising your AGM and board meetings. See our AGM/EGM and Board Meeting Attendance service.
Frequently Asked Questions
Q. Is a company secretary compulsory for a Sdn Bhd in Malaysia?
Yes. Every Sdn Bhd must appoint at least one qualified company secretary within 30 days of incorporation, under Section 235 of the Companies Act 2016. There is no exemption based on company size or activity level.
Q. Do I need a company secretary if my company is dormant or has no revenue yet?
Yes. The requirement applies from the point of incorporation, regardless of whether the company is trading, dormant, or newly set up.
Q. Can a foreigner be their own company secretary in Malaysia?
No. The company secretary must be a Malaysian citizen or permanent resident who ordinarily resides in Malaysia, so a foreign shareholder or director cannot act as their own company secretary.
Q. Can a director also be the company secretary?
Generally no. Section 242 of the Companies Act 2016 prevents a person from acting in a dual capacity as both director and secretary where the Act requires both roles to act separately.
Q. What happens if I don’t appoint a company secretary in time?
It is a breach of the Companies Act 2016 and can lead to penalties. It also stops the company from properly lodging its annual return and other statutory filings, which compounds the compliance problem.
Q. How much does a company secretary cost in Malaysia?
Fees vary by provider and what’s included. See our full breakdown: Company Secretary Fees in Malaysia.
Need to appoint, replace, or switch your company secretary? See our Company Secretary Changes service for a free quote.
