What Is a Company Secretary?
A company secretary is a qualified professional responsible for supporting a company's statutory and corporate compliance requirements.
The approved guide states that under Malaysia's Companies Act 2016, a company is required to have at least one company secretary who meets prescribed requirements.
It also states that the first company secretary must generally be appointed within 30 days after the company is incorporated.
Verify current requirements before production publication.
What Does a Company Secretary Actually Do?
Corporate Compliance
- Monitoring statutory filing requirements
- Preparing and submitting the Annual Return
- Supporting the preparation and lodgement of applicable documents
- Keeping track of important corporate deadlines
Statutory Records
- Maintaining the register of members
- Maintaining records relating to directors and officers
- Maintaining share and other statutory records
- Keeping company information properly updated
Corporate Documentation
A company secretary may prepare or assist with:
- Board resolutions
- Members' resolutions
- Notices of meetings
- Share allotment documentation
- Share transfer documentation
- Changes to directors or officers
- Other corporate documents
Corporate Changes
Examples include:
- Appointment or resignation of directors
- Appointment or resignation of company secretary
- Change of registered office
- Change of business activities
- Changes in shareholding
- Share allotment
- Share transfer
- Changes to company particulars
Annual Return
One of the Most Important Recurring Requirements
The Annual Return provides updated information about a company and is an important part of ongoing statutory compliance.
The approved guide states that a local company's Annual Return is generally required to be lodged with SSM within 30 days from the anniversary of the company's incorporation date. Verify this before publication.
A company secretary can help monitor the relevant date, prepare the necessary information and coordinate the filing process.
Company Resolutions
Making Important Corporate Decisions Properly
Examples can include:
- Appointment or resignation of directors
- Changes to share capital
- Share allotment
- Share transfer
- Opening or changing bank arrangements
- Changes to company structure
- Approval of significant corporate matters
Maintaining Statutory Records
Keeping Your Company's Information Up to Date
Depending on the circumstances, records may include:
- Register of members
- Register of directors
- Register of secretaries
- Share information
- Corporate resolutions
- Company documents
- Other statutory records
What About Beneficial Ownership?
Understanding Who Ultimately Owns or Controls the Company
Beneficial ownership is an important area of corporate compliance in Malaysia.
Companies may need to identify, maintain and update relevant beneficial ownership information according to applicable requirements.
The approved guide references SSM's Electronic Beneficial Ownership System (e-BOS) for relevant submissions and updates.
Where ownership or control structures are more complicated, professional guidance can help businesses understand what information needs to be maintained and reported.
What Happens If Company Information Changes?
When changes occur, appropriate corporate documentation and statutory notifications may be required.
- Appoint a new director
- Change shareholders
- Issue new shares
- Change registered office
- Change business activities
- Change company secretary
- Restructure ownership
Do Small Companies Need a Company Secretary?
Yes
The approved guide states that a private company in Malaysia is required to have a company secretary who meets applicable requirements.
Professional company secretarial support can also reduce the administrative burden on directors.
Company Secretary vs Accountant vs Auditor
| Professional | Main Role |
|---|---|
| Company Secretary | Corporate compliance, statutory records and corporate documentation |
| Accountant | Accounting records, bookkeeping and financial reporting |
| Auditor | Independent audit of financial statements where applicable |
| Tax Agent | Tax advice, tax computation and tax filing |
When Should You Engage a Company Secretary?
You may need company secretarial assistance when:
- Incorporating a company
- Preparing the Annual Return
- Updating company information
- Appointing or resigning directors
- Changing shareholders
- Issuing or transferring shares
- Preparing corporate resolutions
- Updating beneficial ownership information
- Restructuring the company
- Closing or striking off a company
Why Professional Company Secretarial Support Matters
Stay Organised
Keep corporate records and documents properly maintained.
Monitor Requirements
Keep track of important statutory obligations and deadlines.
Handle Corporate Changes
Manage documentation and filings when your company structure changes.
Reduce Administrative Work
Allow directors to focus more on running and growing the business.
Maintain Good Corporate Governance
Ensure important corporate decisions are properly documented.
DEF Advisory Company Secretarial Services
Your Corporate Compliance Partner
Services can include:
- Annual Return filing
- Corporate resolutions
- Statutory records maintenance
- Director changes
- Shareholder changes
- Share allotment and transfer
- Company information updates
- Registered office changes
- Beneficial ownership support
- Corporate compliance guidance
- Other company secretarial matters
Frequently Asked Questions
Is a company secretary compulsory for a Sdn. Bhd.?
The approved guide says yes, subject to applicable requirements.
When must the first company secretary be appointed?
The approved guide states within 30 days after incorporation. Verify before publication.
Can I change my company secretary?
Yes, subject to applicable procedures and statutory requirements.
Does the company secretary handle tax?
Not necessarily. Company secretarial and tax services are different functions.
Does the company secretary handle accounting?
No. Bookkeeping and accounting are separate functions, although the company secretary may coordinate with the company's accountant, auditor and tax adviser where necessary.
Do I still need a company secretary if my company is inactive?
An inactive company may still have ongoing statutory obligations. Directors should obtain professional advice rather than assuming an inactive company has no compliance requirements.