Many new directors only discover the rule after the deadline has passed: every Sdn Bhd must have a company secretary, and the penalty for no company secretary can reach RM50,000. The rule sits in Section 235 of the Companies Act 2016, and it applies from the first month of the company’s life.
This guide explains what you must do, who is liable if you do not, what else can go wrong, and how to fix it quickly.
What Is the Penalty for No Company Secretary in Malaysia?
A company that fails to appoint a company secretary commits an offence under the Companies Act 2016. Based on the sources we reviewed, the fine is up to RM50,000. Please treat that as the general ceiling and confirm the current wording of the Act or with SSM, as the exact penalty can depend on the provision applied to your situation.
The default also does not stop on its own. A company without a properly appointed secretary stays in breach for every day the position remains empty, which is why fixing it early matters more than arguing about the amount.
When Must You Appoint a Company Secretary Within 30 Days?
You must appoint a company secretary within 30 days of incorporation. The clock starts on the date your Certificate of Incorporation is issued, not when you start trading or open a bank account.
- The person must be a qualified individual who meets Section 235 and is not disqualified under Section 238
- They must be registered with SSM and hold a valid practising certificate under Section 241
- A director can be the company secretary only if the company has another director, as Section 242 does not allow one person to be the sole director and the sole secretary
The same expectation applies later. If your secretary resigns, is removed or is disqualified, the office should not stay vacant. There is no comfortable grace period, so replace the person promptly. See Licensed Company Secretary in Malaysia: How to Verify for what qualifies someone.
Who Pays the Penalty for No Company Secretary?
| Who | Exposure |
|---|---|
| The company | Commits the offence and can be fined |
| Directors | As officers of the company, they can be exposed personally when the company is in default |
| Company secretary | Only if one has been appointed and has failed in their own statutory duties |
In practice, the people most affected are the directors. They are the ones who manage the company and are expected to make sure it meets its basic legal requirements.
Other Consequences of Having No Company Secretary
The fine is only part of the problem. Without a company secretary, day-to-day compliance quietly falls apart:
- Filings stall. SSM filings, such as the annual return and notifications of director or address changes, are normally lodged through the company secretary. Missing them creates separate penalties. See Annual Return Filing in Malaysia.
- Statutory registers go unmaintained. Registers of members and directors and meeting minutes have no one responsible for them.
- Banks and counterparties ask questions. Corporate accounts, loans and tenders often require company documents that a secretary normally prepares or certifies.
- Repeated defaults draw attention. Chronic non-compliance can lead to enforcement action by SSM and, in the worst case, being struck off the register.
Penalty for No Company Secretary: What If Yours Resigns or You Appointed the Wrong Person?
Two situations catch companies out. The first is a secretary who resigns and is not replaced. The second is a person who was appointed but does not actually qualify, for example because they hold no valid practising certificate. In both cases the company is effectively treated as having no company secretary.
If you are not sure whether your current secretary is properly qualified, check before the next SSM filing, not after it. Our guide on whether a company secretary is compulsory explains the baseline requirement.
How to Fix It Fast
- Confirm the gap. Check your company’s SSM record to see whether a secretary is currently on file.
- Choose a qualified person. They must meet Section 235 and hold a valid practising certificate. If your company is new, remember the 30-day window.
- Have the board approve the appointment. Pass a directors’ resolution and get the person’s consent.
- Lodge the change with SSM. Do this as soon as the appointment is made so the record is correct.
- Catch up on anything missed. Review annual returns, registers and notifications that fell behind while the post was empty.
- If a penalty notice has already arrived, ask SSM whether a compound is available for your case, and fix the underlying default at the same time.
For typical market fees, see How Much Does a Company Secretary Cost in Malaysia?
Already past the 30 days, or your secretary has left? Do not wait for a notice from SSM. See our Company Secretary services or get in touch and we will help you sort out the appointment.
Frequently Asked Questions
Q: What is the penalty for not having a company secretary in Malaysia?
The company commits an offence under Section 235 of the Companies Act 2016, and the fine can be up to RM50,000. The exact amount depends on the provision applied, so confirm the current wording with SSM or the Act.
Q: How long do I have to appoint a company secretary?
You must appoint one within 30 days of incorporation. If your secretary later leaves, you should replace them promptly instead of leaving the position empty.
Q: Can I be the company secretary of my own Sdn Bhd?
Only if you personally qualify and hold a valid practising certificate, and only if the company has at least one other director. Section 242 does not allow the same person to be the sole director and the sole secretary.
Q: Are directors personally liable if there is no company secretary?
Directors, as officers of the company, can be exposed when the company is in default. That is why it is safer to fix the appointment quickly.
Q: Can SSM compound the offence instead of going to court?
In some cases SSM may offer a compound, but this is at its discretion. Fixing the default straight away puts you in a stronger position.
Q: What happens if my company secretary resigns suddenly?
The position should not remain vacant. Appoint a qualified replacement as soon as possible and lodge the change with SSM so the record stays correct.
