Company Secretary Requirements in Malaysia: What the Law Actually Says

Every Sdn Bhd in Malaysia (dormant or trading) has to have a company secretary. That's a Companies Act 2016 requirement, and it applies to the company and its directors, not to whoever happens to hold the appointment. A newly incorporated company has 30 days from the date SSM approves the registration to make its first appointment. After that, the secretary drafts, lodges and reminds, but the underlying legal responsibility for getting it right stays with the directors, and it doesn't move just because the appointment does.

Does a dormant company still need a secretary?

Yes. Dormancy doesn't touch this obligation: a company that hasn't traded a single ringgit still needs a licensed secretary named on its SSM record, because the requirement attaches to the company's existence as a legal entity, not to its trading activity. Directors sometimes assume a dormant shell is exempt from most compliance and can be "woken up" once it starts operating. It can't; the appointment doesn't wait for that.

What is a company secretary actually required to keep on top of?

Four things, worth separating because people tend to lump them into one vague idea of "compliance stuff":

• Statutory registers: members, directors, charges and beneficial owners, kept current as they change, not reconstructed once a year.
• Board and member resolutions: decisions the Act requires to exist in writing and be signed, not just agreed around a table.
• SSM lodgements: a change of director, shareholder or registered address, filed with SSM inside the statutory deadline.
• The named appointment itself: a licensed individual, personally accountable under the Act. A person, not a firm's letterhead.

What stays the director's job even after a secretary is appointed?

Appointing a secretary changes who does the paperwork. It doesn't change who answers for it. The Companies Act places the underlying compliance duties on the company and its directors: a secretary drafts, lodges and reminds, and the appointment can move from one secretary to another at any point, but that responsibility doesn't move with it. In practice, a director who has quietly handed compliance to a secretary is still the person SSM, and eventually a bank or an auditor, holds to account if something wasn't filed. The secretary is a professional doing a job; the director is the one who has to make sure it got done.

What happens if a company lets this lapse?

Not a fine first — a strike-off. Let statutory filings and registers slide far enough and SSM can remove the company from the register entirely, rather than simply penalising it. That's a different order of consequence than a late fee: a struck-off company stops being a company. No bank account operates in its name, no contract it signed still has a party standing behind it, and the separate legal personality that was the entire reason to incorporate is gone. Everything downstream of "the company exists as its own legal person" depends on this administrative record staying current.

Can a company switch secretaries partway through the year?

Yes, and it doesn't reset anything. Because the compliance duties sit with the company and its directors rather than with whichever individual holds the appointment, switching changes who does the filing going forward; it doesn't erase or restart the company's existing compliance position. A transfer follows roughly the same shape wherever you do it: you tell the new secretary who currently holds the appointment and the company number, the new secretary writes to the outgoing one to start the handover, the resignation and new appointment get lodged with SSM once the outgoing secretary confirms, and the statutory registers, resolutions and minute book move across. The one genuinely awkward part is telling your current secretary you're leaving. Everything after that is paperwork between the two secretaries and SSM.

What if your filings are already behind when you switch?

It doesn't block the transfer. A new secretary reviews what's outstanding as part of taking the appointment over, and flags it before anything gets missed further. The handover itself still goes ahead; it just comes with a list of what needs clearing up first. That's worth knowing if the reason you're avoiding a switch is embarrassment about a lapsed filing rather than any real obstacle: the lapse is exactly the kind of thing a secretary's job is to find and fix, not a reason to keep pretending it isn't there.

How does the annual return fit into a secretary's job?

The annual return is one of the recurring SSM lodgements the four duties above already cover: it's not a separate category of work, just the yearly instance of "SSM lodgements filed inside the statutory deadline." The Companies Act 2016 requires it to be lodged within 30 days of the company's anniversary date, every year the company exists, and missing that window is an offence that falls on the company and its officers, not on whoever happened to be drafting the paperwork. What it actually confirms is narrower than people expect: who's currently a director (not who signed the original incorporation documents), who owns what today, and where the registered office currently sits. A secretary who's been tracking changes as they happen (a share sale in March, an office move in June) is assembling the return from a record that already exists. One who's engaged fresh each year is reconstructing it from whatever the company can remember, which is a materially different job even though the filing looks identical on paper.

Where this usually goes wrong

Three patterns show up often enough to name directly.

• Treating "we have a secretary" as the end of the conversation, rather than the start of one that still needs a director checking in on occasionally.
• Telling the secretary about a change informally (a message, a call) and assuming that's the same as it being lodged. The clock runs from SSM's copy being filed, not from the internal conversation.
• Assuming a newly incorporated or dormant company gets a grace period on the appointment itself. It doesn't. The 30-day window from incorporation applies regardless of whether the company has started trading.

What does a licensed company secretary cost in Malaysia?

Pricing varies by provider and by what's bundled with the fee. On OCTIS, a licensed company secretary is included on the Launch plan from RM80/month, billed annually, and that same fee also covers the registered office address, statutory registers and lodgement reminders, and e-signature, for up to three shareholders and three directors. The question worth asking any provider — this one included — isn't just the monthly number. It's what's actually inside it versus what shows up as a separate line the first time something happens: a resolution, a transfer, a change of director.

If you need to check or move your company secretary

If you're not sure what your current retainer actually covers, or you already know you want to move the appointment, the practical first step is the same either way: find out who's on file with SSM right now and what the handover actually requires. OCTIS's company secretary plan starts at RM80/month, includes the statutory registers and lodgement reminders described above, and the transfer itself doesn't add a separate fee on top of it.