Company Secretary Requirements in Malaysia: Who Qualifies Under the Companies Act 2016 in 2026

Who must appoint a secretary, and who qualifies

Section 235 of the Companies Act 2016 requires every company to have at least one secretary, and section 236 requires the board to appoint the first within 30 days of incorporation. SSM confirms that naming one at incorporation is optional. The appointee must consent in writing and declare that they qualify under section 235 and are not disqualified under section 238. Section 240 then limits any vacancy to 30 days at a time.

Section 235 sets two tests. The secretary must be a natural person aged 18 or over, a Malaysian citizen or permanent resident, and ordinarily resident with a principal place of residence in Malaysia. They must also hold an SSM licence, granted after a written test and interview, or belong to a Fourth Schedule body: MAICSA, the Malaysian Institute of Accountants, the Malaysian Bar, the Malaysian Association of Company Secretaries, the Malaysian Institute of Certified Public Accountants, the Sabah Law Society or the Advocates Association of Sarawak.

The practising certificate and the 2025 rule changes

Since 15 March 2019, section 241 has required anyone who wants to act as a secretary to register with the Registrar and hold a practising certificate. SSM issues the first certificate for one year and renewals for up to three, and renewal applications are due at least 30 days before expiry. Under section 238 a person who ceases to hold a certificate is disqualified, and a disqualified secretary who keeps acting commits an offence, as does any director who knowingly allows it.

SSM’s revised guidelines of 22 October 2025 make renewal depend on active practice as secretary of at least one company, require secretaries to verify documents before lodging them, and require anti-money laundering training from 1 January 2026, generally within three years. Since 14 July 2026, licence and certificate applications run through SSM’s Corporate Registry System (CRS), which replaced e-Secretary and MyCoID. Enforcement is active: in April 2026 a secretary was fined RM50,000 after a joint Bank Negara Malaysia and SSM prosecution over unfiled suspicious transaction reports and false information given to the Registrar, and lost the certificate.

What the secretary keeps and files, including beneficial ownership

SSM’s guidelines require the secretary, or their staff or agent, to be present at the registered office during its public hours, keep the registers and records there up to date, record board and shareholder meetings, and advise the board on statutory requirements. Under section 58 the company must notify SSM within 14 days of a director or secretary joining or leaving, or of a change in their particulars, now through CRS. Annual returns, due within 30 days of each incorporation anniversary, and financial statements still go through the Malaysian Business Reporting System (MBRS).

Beneficial ownership made the secretary’s role explicit. Division 8A of the Act, in force since 1 April 2024, requires companies to record the individuals who ultimately own or control them, including anyone with an interest of 20% or more. SSM’s guideline, revised on 10 January 2025, makes the secretary responsible for entering the information in the register and lodging changes, with the board ultimately responsible. A new company has 60 days from appointing its secretary to obtain, record and lodge it, and for anniversary dates from 1 December 2024 it also goes into the annual return. Breaching section 60B carries a fine of up to RM20,000, plus up to RM500 a day if the offence continues after conviction.

Changing secretary, penalties and the resident-director rule

The board removes a secretary under the appointment terms or the constitution (section 239). Subject to those terms, a resigning secretary ceases to hold office 30 days after giving notice (section 237), so appoint the successor early. Once resigned, the secretary cannot lodge changes, so the directors or the new secretary notify SSM. Sections 235, 236 and 241 name no fine, so the general penalty in section 588 applies: up to RM50,000 for a company, and up to RM50,000, three years’ imprisonment or both for an individual, including every director under section 235.

The secretary rule sits beside section 196(4), which requires a private company’s minimum of one director to ordinarily reside in Malaysia. That test turns on residence, not nationality, so a foreign founder living here can meet it but still needs a citizen or permanent resident as secretary. SSM confirms that a sole director and shareholder may also be the secretary if qualified, but section 242 bars one person acting in both capacities where the Act requires something to be done by a director and a secretary.

Company secretary checklist for Malaysian companies

• Before incorporating: confirm the secretary is a Malaysian citizen or permanent resident living here, with an SSM licence or Fourth Schedule membership.
• Record the practising certificate number and expiry date.
• Within 30 days of incorporation: pass the board resolution and collect the signed consent and declaration.
• Within 14 days of the appointment: notify SSM through CRS.
• Within 60 days of the appointment: obtain, record and lodge beneficial ownership information.
• On any change: appoint the successor first and never leave the office vacant for more than 30 days.
• Every year: lodge the annual return, with beneficial ownership information, through MBRS.

What changed for Malaysian company secretaries in 2025–2026?

SSM tightened practising certificate renewals in October 2025, made anti-money laundering training mandatory from 1 January 2026 and moved company lodgements to the Corporate Registry System (CRS) on 14 July 2026.

Date	Change
10 January 2025	Revised beneficial ownership guidelines: one 60-day window from the secretary’s appointment to obtain, record and lodge
22 October 2025	Revised practising certificate guidelines: renewal needs at least one company appointment, and secretaries verify documents before lodging
1 January 2026	Anti-money laundering training mandatory for certificate holders, to be completed within three years
16 April–30 September 2026	SSM recovery campaign cut compounds on overdue annual returns, financial statements and beneficial ownership filings by 90%–98.75%
14 July 2026	CRS replaced MyCoID and eSecretary; late fees restated as RM50 (8–90 days late) up to RM200 (over 365 days)
30 September 2026	SSM’s 2026 late-fee waiver for annual returns and financial statements on MBRS ended
31 December 2026	Late-fee waiver for CRS lodgements ends (extended on 29 September 2026)
14 January 2027	Deadline for share information under Practice Directive 11/2026 where members hold more than one type of share; only a secretary or agent can lodge it

Worked example: secretary deadlines for a Sdn Bhd incorporated on 15 March 2025

The secretary had to be appointed by 14 April 2025 and the first annual return lodged by 14 April 2026. Lodging that return 50 days late raises SSM’s fees from RM150 to RM200, before any compound.

1. 15 March 2025: incorporation. The section 236 deadline to appoint the first secretary is 30 days later, 14 April 2025.
2. 1 April 2025: the board appoints the secretary on a signed consent and declaration. The section 58 notice is due by 15 April 2025.
3. 31 May 2025: 60 days after the appointment, the deadline to obtain, record and lodge beneficial ownership information.
4. 2025: no annual return, because section 68(2) exempts the calendar year of incorporation.
5. Early 2026: send members the yearly section 60C notice so the beneficial ownership annexure is current.
6. 14 April 2026: annual return and annexure through MBRS, 30 days after the 15 March anniversary; fee RM150.
7. If lodged on 3 June 2026, the return is 50 days late (16 + 31 + 3). The 8–90 day late fee is RM50, so RM150 + RM50 = RM200.
8. A late return is also a section 68 offence. At the RM5,000 compound SSM listed in its 2026 campaign, the cost becomes RM200 + RM5,000 = RM5,200.
9. Appointing the secretary on 5 May 2025 instead, 21 days late, would be an offence under section 236 and push the beneficial ownership deadline to 4 July 2025.

Assumes a private company and no late-fee waiver (SSM’s 2026 MBRS waivers covered 31 January–31 March and 1 July–30 September).

How does a secretary keep a practising certificate valid?

By renewing at least 30 days before expiry and meeting SSM’s conditions: being fit and proper, completing continuing professional education (CPE) and holding at least one company appointment during the certificate’s validity.

Item	Rule as at October 2026
Fees	RM100 for the first certificate, valid one year; renewals RM100 a year for up to three years (RM300)
CPE	At least 20, 40 or 60 hours for a one-, two- or three-year certificate
Anti-money laundering training	Within three years of 1 January 2026 or of the first certificate, if later
Lapsed certificate	The secretary is disqualified under section 238
No renewal within 12 months of expiry	Certificate revoked; the secretary must apply afresh
Other revocation grounds	An offence under the Companies Act 2016, or loss of Fourth Schedule membership or SSM licence

How to change your company secretary: step by step

Appoint the successor before the resignation takes effect and lodge both changes within 14 days; the office must never be vacant for more than 30 days.

1. Check the incoming secretary’s residence status, qualification and current practising certificate.
2. Pass a board resolution under section 236 and collect their signed consent and declaration.
3. Receive the outgoing secretary’s written resignation; it takes effect 30 days later unless the constitution or appointment terms set another period (section 237).
4. Take over the registers, minutes and beneficial ownership records at the registered office.
5. Lodge section 58 notices for both changes through CRS within 14 days; the directors or the new secretary lodge them.
6. If the registered office was at the old secretary’s premises, notify SSM of the new address within 14 days.
7. Update the register of directors, managers and secretaries and the bank mandate.

Common company secretary mistakes in Malaysia

Most problems come from lapsed certificates, delayed beneficial ownership filings and SSM records that still show a former secretary.

• Applying to renew less than 30 days before expiry: a lapse disqualifies the secretary.
• Holding back beneficial ownership changes for the annual return: they go through e-BOS within 14 days of recording.
• Skipping the section 60C notice to members, which SSM expects at least once each calendar year.
• Leaving SSM’s records showing a former secretary: in CRS only the appointed secretary can apply to strike the company off, and only a secretary or agent can lodge Practice Directive 11/2026 information.
• Relying on the CRS late-fee waiver for annual returns, which go through MBRS.
• Treating a secretary’s due diligence requests as optional: secretaries who form companies or act as officers are reporting institutions under the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (AMLA).

Company secretary terms used by SSM and Bank Negara Malaysia

These terms appear in SSM guidelines, CRS and anti-money laundering notices.

• Practising certificate: SSM’s certificate under section 241, without which a person cannot act as secretary.
• Fourth Schedule body: one of the seven professional bodies whose members qualify without an SSM licence.
• Section 20G licence: SSM’s licence under the Companies Commission of Malaysia Act 2001, granted after a written test and interview.
• Reporting institution: a person under AMLA who must check customers, keep records and report suspicious transactions to Bank Negara Malaysia.
• e-BOS: SSM’s Electronic Beneficial Ownership System for lodging beneficial ownership information and changes.
• Section 60C notice: a company’s written request to a member or other person for beneficial ownership information.
• Compound: a payment SSM offers to settle an offence instead of prosecuting it.