Roles and Duties: What is a Company Secretary in Malaysia

Have you ever wondered what exactly a company secretary does? 

A company secretary in Malaysia is the unsung hero working behind the scenes to keep your business running smoothly. They make sure everything stays on track—legal compliance, good governance, and all the essential details that keep your business thriving.

Let’s explore what is a company secretary and why they’re such a valuable part of any successful business.

Key Takeaways

• A company secretary ensures compliance, governance, and smooth operations for your business under Malaysian law.
• Appointing a company secretary is not just a legal requirement but a strategic move to safeguard compliance and enhance corporate governance.
• Ensure your company secretary is professionally qualified, certified by SSM, and equipped with governance expertise.
• A company secretary manages legal filings, board support, corporate documentation, and stakeholder communication.
• Company secretaries in Malaysia stay proactive, embrace digital tools, and foster a culture of compliance.
• Follow a structured process of selection, consent, board approval, and filing with SSM to appoint the right company secretary.
• Plan the transition carefully by securing resignations, updating records, appointing a new secretary, and ensuring a seamless handover of company secretary responsibilities.

What is a Company Secretary?

In Malaysia, having a company secretary is a legal requirement for private limited companies (Sdn Bhd) under the Companies Act 2016.

They are essential for handling statutory filings, maintaining company records, and ensuring your business adheres to all regulatory requirements. 

Think of them as your company’s go-to expert for everything related to compliance and governance.

They ensure that all the legal boxes are ticked, important documents are managed, and deadlines are never missed.

Beyond the paperwork, they’re trusted advisors to directors, offering guidance on legal responsibilities and ensuring the company operates within the law.

A company secretary is an indispensable part of the team from the moment you register your company in Malaysia through company incorporation services.

 

5 Reasons Every Company Needs a Company Secretary

A company secretary is essential for ensuring that your business operates smoothly and is in compliance with the law.

Here’s why every company in Malaysia needs a professional company secretary, especially those who have registered their businesses in Malaysia:

1. Ensuring Legal Compliance

   • Running a business means navigating a maze of regulations.
   • A company secretary ensures your company meets all statutory requirements, from filing statutory documents with Suruhanjaya Syarikat Malaysia (SSM) to maintaining updated registers and records.
   • This minimises the risk of penalties for non-compliance. Expertise in Corporate Governance

2. Good governance is the backbone of any successful business

   • A company secretary provides guidance on best practices, ensures transparency, and helps your company align with Malaysia’s corporate governance standards.

3. Simplifying Administrative Tasks

   • From managing board meetings to documenting minutes and resolutions, a company secretary handles the administrative load, freeing directors and executives to focus on strategic decisions.

4. Boosting Your Business Strategy

   • A company secretary offers valuable insights into regulatory changes and their impact on your business.Acting as a bridge between your company and external authorities enhances trust and credibility with stakeholders.

5. Reducing Business Risks

   • With a company secretary by your side, you reduce the risk of costly mistakes, legal challenges, and penalties.

They’re your first line of defence when it comes to managing the complexities of corporate regulations.

 

5 Must-Have Qualifications for the Company Secretary Role in Malaysia

Becoming a company secretary in Malaysia requires a combination of professional qualifications, legal certifications, and essential skills.

1. Educational Qualifications

   • To qualify to be a company secretary, an individual must have a strong educational background in law, accounting, business administration, or other fields relevant to the business.
   • This includes holding a degree, diploma, or equivalent qualifications, but is not limited to these credentials, as long as they equip the individual with the necessary expertise to proceed with the task in compliance with Malaysian law.

2. Professional Memberships
   

   In order to run as a company secretary, they will need to be a member of one of the recognised professional bodies in Malaysia, such as:

   1. Member of Malaysian Institute of Chartered Secretaries and Administrators (MAICSA)
   2. Member of Malaysian Institute of Accountants (MIA)
   3. Member of Malaysian Bar (for legal professionals)
   4. Member of Malaysian Association of Company Secretaries (MACS)
   5. These memberships ensure that the individual has met stringent professional standards and possesses the expertise required for the role.

3. Certification by Suruhanjaya Syarikat Malaysia (SSM)

   • To legally serve as a company secretary, SSM must license or approve the individual.
   • This certification ensures they meet the regulatory requirements and have the authority to carry out their duties.

4. Relevant Work Experience

   • A professional company secretary often has several years of experience in governance, compliance, or legal administration.
   • This experience equips them with the knowledge to handle complex corporate matters and offer practical solutions.

5. Key Skills and Traits
   

   In addition to formal qualifications, a successful company secretary must have:

   • Attention to Detail: To manage important documents and deadlines.
   • Strong Communication Skills: For liaising with directors, shareholders, and regulators.
   • Discretion and Integrity: To handle sensitive and confidential information.
   • Organisational Skills: To juggle multiple tasks and responsibilities effectively.

8 Duties of a Company Secretary in Malaysia

A company secretary in Malaysia plays a crucial role in ensuring smooth business operations, legal compliance, and effective corporate governance. 

Duties	Description
Ensures Legal and Regulatory Requirements	Files statutory documents with SSM. Maintains updated statutory registers and records. Submits annual returns and financial reports.
Advises on Corporate Governance Best Practices	Guides directors on legal duties. Updates the board on regulatory changes. Implements transparency and accountability practices.
Supports the Board of Directors in Fulfilling Its Duties	Prepares and circulates agendas and notices. Documents accurate meeting minutes. Manages board resolutions and formal records.
Acts as a “Middle Person” Liaison Between Related Parties	Communicates with regulators, shareholders, and auditors. Coordinates with legal advisors and service providers.
Maintains and Manages Corporate Records	Safeguards critical documents like the constitution and share certificates. Maintains statutory books. Authenticates corporate records.
Facilitates Communication with Shareholders	Handles queries and correspondence. Organises annual general meeting (AGM) and extraordinary general meeting (EGM). Manages dividend distributions and shareholder updates.
Oversees Corporate Restructuring Activities	Prepares documents for mergers and acquisitions. Liaises with regulators during transitions. Advises on compliance during changes.
Promotes Sustainable Business Practices	Guides ESG reporting requirements. Monitors compliance with sustainability standards and best practices.

Learn more about our corporate service provider in Malaysia, offering guidance on legal responsibilities and ensuring the company operates within the law.

 

8 Career Opportunities for Company Secretaries in Malaysia

The role of a company secretary in Malaysia is dynamic and rewarding, but it comes with its fair share of challenges.

These challenges open doors to professional growth and the chance to make a significant impact. Here’s how these opportunities shape a fulfilling career path:

1. Mastering Regulatory Expertise

   • In Malaysia’s ever-evolving legal landscape, company secretaries transform challenges into opportunities to stay informed and grow.
   • By attending training, seminars, and updates from regulatory bodies, they position themselves as indispensable advisors to the board while ensuring compliance with precision.

2. Building Relationships Across Stakeholders

   • Balancing the expectations of directors, shareholders, and regulators, company secretaries excel as skilled communicators and relationship builders.
   • Their ability to mediate and foster trust ensures smooth collaboration and strengthens the company’s stakeholder network.

3. Thriving in a Multi-Faceted Role

   • The diverse responsibilities of a company secretary—compliance, governance advisory, and meeting management—are embraced as exciting opportunities.
   • Strong organisational skills and the adoption of advanced tools enable them to juggle tasks efficiently while showcasing their adaptability and problem-solving capabilities.

4. Staying Proactive with Deadlines

   • Deadlines are opportunities to shine.
   • With proactive tracking systems and technology, company secretaries ensure timely submissions, avoiding penalties and maintaining flawless compliance records, which reinforce their value within the organisation.

5. Safeguarding Confidential Information

   • Protecting sensitive company information is more than a task—it’s a hallmark of their professionalism and discretion.
   • This trust enables company secretaries to foster a secure and confident environment for all stakeholders.

6. Navigating Complex Corporate Restructuring

   • From mergers to acquisitions, company secretaries tackle complex restructuring with meticulous planning and seamless coordination.
   • These high-stakes opportunities showcase their leadership and ability to drive successful outcomes.

7. Minimising Risks Through Governance

   • Risks aren’t obstacles—they’re opportunities to enhance corporate governance. 
   • Company secretaries proactively identify potential issues, implementing practices that protect the company from legal, financial, and reputational risks.

8. Harnessing Technology for Efficiency

   • In the era of digital transformation, company secretaries embrace innovative tools to streamline processes and improve accuracy.
   • By adopting technology, they enhance efficiency, maintain secure records, and position themselves at the forefront of modern governance.

7 Factors to in Appointing a Company Secretary

Appointing a company secretary is a crucial step for multinational companies and private limited companies (Sdn Bhd) in Malaysia, as it is a legal requirement under the Companies Act 2016.

1. Navigate Legal Requirements with Expert Guidance

   • Every private limited company in Malaysia must appoint at least one company secretary within 30 days of incorporation.
   • The appointed individual must be certified by Suruhanjaya Syarikat Malaysia (SSM) and meet the qualifications outlined in the Companies Act 2016.

2. Identify the Right Candidate

   • When selecting a company secretary, ensure they meet the following criteria:
   • Professional Qualifications: Membership in a recognised body such as MAICSA, MACS, MIA, or the Malaysian Bar.
   • Experience: Familiarity with corporate governance, compliance, and legal procedures.
   • Skills: Strong communication, organisational abilities, and attention to detail.
   • You can find the official list of registered Company Secretaries at the SSM portal.

3. Obtain Consent from the Appointee

   • Before formalising the appointment, obtain written consent from the chosen candidate.
   • The individual must agree to take on the legal responsibilities and obligations associated with the role.

4. Formalise the Appointment through Board Resolution

   • Convene a board of directors’ meeting to discuss and approve the appointment of the company secretary.
   • Pass a formal resolution to confirm the appointment.
   • Record the resolution in the meeting minutes as part of the official company records.

5. Notify Suruhanjaya Syarikat Malaysia (SSM)

   • File Form 49 (Notification of Change in the Register of Directors, Managers, and Secretaries) or the equivalent online form via the MyCoID system .
   • Submit the relevant details of the new company secretary, including their name, qualifications, and professional body membership.

6. Update the Company’s Statutory Records

   • Record the details of the new company secretary in the statutory registers.
   • Ensure the information is accurately reflected in all official company documents.

7. Ensure Ongoing Compliance

   • Once the appointment is complete, the company secretary will take on responsibilities such as maintaining statutory records, filing annual returns, and advising on corporate governance.

8 Steps to Switch Your Company Secretary in Malaysia

Switching to an external corporate secretary in Malaysia is a manageable and straightforward process that, when handled properly, ensures seamless compliance with the Companies Act 2016 and maintains smooth business operations.

1. Know Why The Change is Needed

   • Before proceeding, identify the reason for switching your corporate secretary. Common reasons include:
   • Dissatisfaction with current services.
   • Expired contract or resignation.
   • Need for a more experienced or specialised corporate secretary.
   • Ensure the change aligns with your company’s needs and legal requirements.

2. Obtain a Resignation or Removal Letter

   • If the corporate secretary resigns voluntarily, they must provide a formal letter.
   • Should the company decide to remove the secretary, it must issue a notice of termination in accordance with the terms of their contract and legal provisions.

3. Appoint a New Corporate Secretary

   • The process of appointing a new secretary follows similar steps to the initial appointment:
   • Identify and select a qualified candidate who meets the legal requirements.
   • Obtain written consent from the new appointee, agreeing to take on the role and responsibilities.
   • Pass a board resolution to approve the new appointment.

4. File Notifications with Suruhanjaya Syarikat Malaysia (SSM)

   • File Form 49 (Notification of Change in the Register of Directors, Managers, and Secretaries) or the equivalent form through the MyCoID system (No_FollowLink).
   • Include details of the outgoing secretary and the newly appointed one.
   • Ensure all filings are submitted within the prescribed timeframe to avoid penalties.

5. Update Statutory Records

   • Record the change in the company’s statutory registers, including the Register of Secretaries.
   • If necessary, update all official company documents, such as the letterhead, with the new corporate secretary’s details.

6. Notify Relevant Stakeholders

   • Inform stakeholders, such as directors, shareholders, and business partners, about the change.
   • Update any relevant accounts or platforms where the corporate secretary’s details are recorded (e.g., banks, auditors).

7. Transition Responsibilities Smoothly

   • Ensure the outgoing secretary hands over all statutory documents, records, and information to the new secretary.
   • Facilitate a proper transition to avoid gaps in compliance or governance responsibilities.

8. Maintain Ongoing Compliance

   • Once the switch is complete, the newly appointed corporate secretary will assume their duties, ensuring the company continues to meet legal and governance requirements.

2 Types of Hiring and Switching Costs for Company Secretary

The costs associated with hiring and switching company secretaries can vary based on the services provided and the firm’s fee structure.

	Appointing Company Secretary	Switching Company Secretary
Annual Retainer Fee	RM 1,000 to RM 1,200, including standard services like acting as named secretary and maintaining statutory records.	Some firms offer competitive rates starting at RM 720 annually for new clients.
Additional Services	Extra charges for filing annual returns (~RM 150), preparing resolutions, or attending board meetings.	Additional fees for preparing and filing termination and appointment documents.
Documentation and Filing	Includes fees for submitting statutory documents to SSM.	Involves costs for filing changes with SSM, depending on the firm’s pricing.
Disbursements	Out-of-pocket expenses such as courier fees, certified true copies (~RM 5 per form), and government filing fees.	Similar disbursements apply during the transition process.
Package Deals	Some firms offer bundled services, such as free incorporation when appointed as the company secretary.	Special offers for new clients may include discounted rates or promotional packages.

Check out corporate service provider Grof pricing where we offer the company secretary service package.  Contact us for more details.

Strengthen Your Business with Grof’s Expert Company Secretary Services

At Grof, we provide end-to-end corporate secretary services  designed to ensure compliance, streamline operations, and support your business growth in Malaysia. Here’s a detailed look at how we can assist you:

• Company Incorporation Services

We simplify the process of setting up your business, whether you’re establishing a new company or expanding your operations.

Our team ensures all legal requirements are met, from registering your company name with SSM to preparing the necessary documents for incorporation.

With Grof, your journey to formalising your business is hassle-free and efficient.

• Statutory Compliance

Staying compliant with the Companies Act 2016 is critical for all businesses in Malaysia.

We take care of all statutory filings, maintain accurate statutory registers, and ensure timely submissions to regulatory bodies. This includes annual returns, changes to company details, and any other statutory obligations, helping you avoid penalties and maintain your company’s good standing.

• Governance and Advisory

Navigating corporate governance can be challenging, but Grof’s experts are here to guide you.

We provide advice on directors’ responsibilities, regulatory updates, and best practices for governance, empowering your business to operate ethically and efficiently.

Our team ensures your board is equipped to make informed decisions and fulfill its obligations.

• Meeting and Documentation Support

Board meetings and resolutions are vital for corporate decision-making.

We assist in organising and facilitating board meetings, preparing resolutions, and recording accurate minutes to ensure compliance and transparency.

Our meticulous documentation processes help your business run smoothly while meeting regulatory expectations.

• Stakeholder Communication

Effective communication with stakeholders is essential for building trust and maintaining strong relationships.

We handle shareholder queries, issue notices for meetings or dividend distributions, and coordinate all necessary communications.

Our expertise ensures clear, timely, and professional interactions with your stakeholders.

• Corporate Changes

When your company undergoes significant changes, such as mergers, acquisitions, or restructuring, Grof provides comprehensive support.

We ensure seamless documentation, manage the compliance requirements, and coordinate with all parties involved to facilitate a smooth transition.

From initial planning to final execution, we make complex corporate changes manageable.

• Switching Company Secretary

Changing your company secretary can seem daunting, but Grof makes the process seamless.

Whether it’s due to resignation or removal, we manage the entire transition, from ensuring compliance with legal requirements to appointing a new secretary.

Our focus is on maintaining smooth operations during the change.

• Digital Compliance Solutions

In today’s digital era, maintaining secure and accessible company records is crucial. 

We leverage the latest technology to ensure your statutory registers, filings, and other records are accurate and easily retrievable.

Our digital solutions improve efficiency but also enhance the security of your company’s sensitive information.

Partnering with us is a step toward smoother operations, better compliance, and expert guidance for your company.

Conclusion

A company secretary is the cornerstone of effective corporate governance, ensuring your business thrives by staying compliant with Malaysian regulations, remaining well-organised, and running efficiently.

Their expertise in managing statutory compliance, governance practices, and stakeholder communication helps safeguard your company’s reputation and long-term success.

Whether you’re appointing a company secretary for the first time or transitioning to a new one, it’s an opportunity to strengthen your company’s governance. With the right guidance, the process can be seamless and stress-free.

With Grof, you gain a trusted company secretary in Malaysia committed to helping your business operate smoothly, stay compliant, and succeed in a competitive corporate landscape. Our expertise ensures that your governance needs are handled with care and precision, giving you confidence every step of the way.

Let us help you make your corporate governance journey hassle-free. Contact Grof today and take the first step toward securing your company’s success!