Understanding The Role Of A Company Secretary In Malaysia
The role of a company secretary in Malaysia goes far beyond administrative support. Under the Companies Act 2016, every company must appoint a qualified company secretary shortly after incorporation. The secretary plays a critical role in statutory compliance, board governance, risk management and corporate operations. As regulatory expectations rise, this position has become strategic for both private and listed companies.
Many people tend to confuse the position of company secretary with other positions like a traditional office secretary, However, a company secretary is an essential position that every company in Malaysia must-have. There are certain duties and roles that every company secretary must fulfil as per Malaysian law.
In this article, you will get to know everything about the role of a company secretary in Malaysia.
What is a Company Secretary?
As per Section 139A of the Companies Act 1965, every organization in Malaysia must appoint a company secretary. Section 236 of the Companies Act 2016 further states that a qualified company secretary must be appointed within 30 days of a company’s establishment.
A company secretary is a qualified individual who is an officer of a company. It is the responsibility of the Board of Directors of the company to appoint a company secretary. This decision must be taken very carefully after thorough research and interviewing because a company secretary plays a critical role in a company.
Contrary to popular belief, a company secretary is responsible for much more than just compiling records or performing the traditional duties of a regular secretary. Moreover, the roles and responsibilities of a company secretary have also changed a lot in the last decade.
Their duties are versatile because they are supposed to be involved in all of the departments of an organization. Company secretaries should have the required skills and knowledge to regularly monitor and review company procedures and advise the board of the company on important matters. Moreover, they have to work with other companies like accounting firms in Malaysia to which an organization might have outsourced its services.
Roles of a Company Secretary in Malaysia
It is quite clear that having a company secretary in a Malaysian organization is essential because it is mandated by law. The following are the main roles and duties of a company secretary:
Knowledge
- The essential provisions of the Articles of Association of the company.
- Rules and regulations that apply to the company.
- Corrective measures that have to apply in case of an error or problem arising at the company.
- Essential information about the organization and business models so he or she can advise the Board for the betterment of the company.
Ensuring Compliance
Under Malaysian law, a company secretary is responsible for ensuring that legal and standard business protocols are being implemented and that the organization is in compliance with legal guidelines and local rules and regulations. Most of these legislations are stated in the Companies Act 1965.
Liaison
A company secretary acts as the official liaison for a company. It means that he or she is responsible for communicating with official companies, authorities and other partners such as accounting firms in Malaysia.
The company secretary also has to ensure that all of the changes made in a company are as per the law and the company’s rules. Such changes must be noted down and relevant forms should be submitted. Malaysian law also dictates that holding an annual general meeting is essential for a company.
Therefore, the company secretary must ensure such requirements are met. For this purpose, they should advise the board of the company about the relevant dates on which annual general meetings can be held.
Preparing Resolutions
The role of a company secretary is not only limited to advising the board about the dates of the annual general meeting. They also have to prepare for meetings by developing resolutions, the agenda of the meeting and ensure that it is conducted smoothly and efficiently.
Moreover, the company secretary is an essential link between shareholders and a company. Any significant announcement like changes in the company must be announced to the shareholders via the company secretary.
Notices and resolutions are distributed to the staff and shareholders by the company secretary. Furthermore, other important documents like company registration forms and annual returns are also handled by a company secretary. They must make sure that annual returns are filed with concerned authorities.
Core Duties & Responsibilities
Compliance & Statutory Record-Keeping
A primary function is to ensure compliance with the Companies Act 2016 and other relevant laws.
This includes:
Maintaining statutory registers (directors, shareholders, charges) and updating them promptly.
Filing annual returns, changes to share capital, directors, registered office and company constitution with SSM within required timeframes.
Certifying documents, managing beneficial ownership records and assisting with regulatory filings.
Board & Shareholder Governance
A company secretary supports the board and shareholders by:
Organising board meetings and general meetings; preparing agendas, notices, board papers and minutes.
Ensuring meetings are validly convened, constituted and decisions properly recorded.
Advising on corporate governance best practices, board composition and director duties.
Corporate Transactions & Restructuring
Secretaries also assist with corporate events such as share allotments, capital restructuring, share transfers, mergers, acquisitions, and the updating of the company’s constitution.
Risk Management, Ethics & Emerging Duties
The role has evolved to include:
Advising directors on regulatory changes, governance, ethics, conflicts of interest and compliance risks.
Overseeing ESG disclosures, sustainability initiatives and digital board governance as these areas gain prominence.
Qualifications & Appointment Process
The board must appoint the company secretary and file Form 24 (or relevant form) with SSM within 14 days of appointment.
Should the secretary resign or be removed, the company must fill the vacancy within 30 days.
For public companies or listed entities, the board must ensure the secretary has the requisite knowledge, experience and access to update with the board.
Private vs Public Company Considerations
While the statutory requirement applies to all companies, secretarial duties for public listed companies are more demanding: greater regulatory disclosure, engagement with stock-exchange requirements, advanced governance functions and heightened audit committee support.
Risks & Penalties of Non-Compliance
Failure to appoint or maintain a qualified company secretary, or failing to lodge records and returns, can result in:
Liability for directors under the Act;
Possible fines, disqualification and reputational damage;
Exposure of the company to regulatory sanctions by SSM.
Practical Checklist for Directors & Boards
Verify the company secretary has appropriate credentials and practising certificate.
Review and update the statutory registers regularly.
Ensure meeting calendars, board papers and minutes are produced timely.
Monitor key filing deadlines (annual return, change notifications, share transfers).
Seek advice from the secretary on governance changes, regulatory updates and corporate transactions.
For listed companies: ensure the secretary supports audit committee and ESG/CSR disclosures.
Why Engage Professional Company Secretarial Services
Given the complexity and evolving demands of the role, many companies benefit from outsourcing or engaging specialist secretarial providers who:
Offer up-to-date regulatory knowledge;
Provide dedicated resource to maintain compliance;
Enable the board to focus on strategy rather than day-to-day filings.
FAQ About Company Secretary
Can a director be the only company secretary?
No — the secretary must be a qualified individual separate from the company’s mandated residency/qualification requirements under the Act.
Does every Sdn Bhd need an AGM?
Not necessarily. The Companies Act 2016 removed the mandatory AGM requirement for private companies unless the constitution provides otherwise.
What happens if the company has no secretary for more than 30 days?
The board bears responsibility, and directors may face fines or enforcement action by SSM.
Does the company secretary advise the board on business strategy?
The primary role is governance and compliance; however, many secretaries also provide governance advisory services and may assist directors in understanding regulatory, risk and corporate-transaction implications.
In a Nutshell
The position of a company secretary is a very important one. No organization can expect to run smoothly without a company secretary due to which the law has made it compulsory for companies to hire a company secretary soon after their inception. Both hiring and removing the company secretary is in the hands of the board of the company.
In short, it is an essential position that should be filled as soon as possible so that a qualified company secretary can play its role in the success of the company.
For more information, feel free to get in touch with us.
