Do You Need a Company Secretary? Here’s What They Really Do.

In Malaysia, that responsibility fall on the Company Secretary an officer appointed under the Companies Act 2016. More than just handling paperwork, Company Secretary plays a role in maintaining corporate compliance, supporting governance, and advising directors on their legal duties.

Whether you’re starting a new business or managing an existing one, understanding the role of the Company Secretary is crucial for long-term operational success and legal integrity.

Under the Companies Act 2016 (Act 777), every company whether private (Sdn Bhd) or public (Berhad) must appoint at least one qualified company secretary, who plays a critical role in the company’s legal and administrative affairs.

Legal Requirements

Appointment of Company Secretary

• A company must appoint a company secretary within 30 days of incorporation

Who can be a Company Secretary
According to the Companies Act 2016, an individual must meet the following criteria to be qualified as a Company Secretary in Malaysia.

• A natural person
• Eighteen years of age and above
• A citizen or permanent resident of Malaysia

In addition, the individual must either:

• By licensed by Company Commission of Malaysia (SSM) under Section 20G of CCMA 2001

or

• Be a member of any one of the following prescribed professional bodies
  • Malaysian Institute of Charted Secretaries & Administrators (MAICSA)
  • Malaysian Institute of Accountants (MIA)
  • Malaysian Bar
  • Malaysian Association of Company Secretaries (MACS)
  • Malaysian Institute of Certified Public Accountants (MICPA)
  • Sabah Law Association
  • Advocates Association of Sarawak

Role of Company Secretary
Company Secretary principally deals with Suruhanjaya Syarikat Malaysia (SSM) in assisting the Company and the Board of Directors to perform the duties that are required by SSM such as:

Incorporation Support

• Prepares and submits incorporation documents to SSM
• Advises on company name, structure and directors’ requirement

Statutory Compliance

• Maintains and updates statutory registers and records
• Files annual returns and company updates with SSM
• Ensures compliance with the Companies Act 2016

Board and Shareholder Meetings

• Sends notices and prepares resolutions
• Records minute and maintain meeting records
• Provides corporate governance advice

Corporate Advisory

• Advises directors on legal duties and best practices
• Assist in share transfer and changes to directors or shareholders
• Support restructuring, striking off or liquidation processes

Appointment & Resignation Matters

• Manages appointment or resignation of directors, auditors and tax agents
• Prepare and files relevant forms and resolutions
• Ensure updates are lodged with SSM and reflected in statutory records

Resignation of a Company Secretary
According to the Companies Act 2016, Sec. 237(1), a secretary may resign from his office by giving notice to the board and notify the Registrar within 14 days from the date ceases.