Duties of a Company Secretary in Malaysia: The Essential Guide
What every Sdn Bhd director should know about their company secretary's statutory duties under the Companies Act 2016.
Why every Sdn Bhd needs a company secretary
Under Section 235 of the Companies Act 2016, every company incorporated in Malaysia must appoint at least one company secretary within 30 days of incorporation. The secretary must be a natural person, at least 18 years old, ordinarily resident in Malaysia, and either a licensed secretary under Section 20G of the Companies Commission of Malaysia Act 2001 or a member of a prescribed professional body. Directors who fail to appoint a qualified secretary commit an offence — this is not an optional role.
Statutory registers and record-keeping
The secretary maintains the statutory registers: register of members, register of directors, register of secretaries, register of charges, register of debenture holders, and the register of beneficial owners. These must be kept at the registered office (or a notified alternate address) and made available for inspection. Poor register hygiene is one of the most common findings in due diligence — a clean set of registers is often what makes or breaks a fundraising or exit.
SSM filings and annual compliance
The secretary lodges statutory forms with the Companies Commission of Malaysia (SSM): the Annual Return within 30 days of the incorporation anniversary, changes of directors, secretaries and registered office, share allotments and transfers, changes to the constitution, and beneficial ownership updates. Late lodgement attracts compound penalties and, in persistent cases, strike-off and director disqualification.
Board meetings, resolutions and minutes
The secretary convenes board and general meetings, prepares agendas, circulates notices in compliance with the Act and the constitution, records minutes, and drafts directors' and members' resolutions (including written resolutions in lieu of meetings). Properly minuted decisions are the evidence that directors have discharged their duties — verbal agreements do not protect the board.
Advising directors on their duties
A good secretary is the board's first point of reference on Companies Act 2016 duties — including directors' fiduciary duties under Section 213, related-party transactions under Section 228, financial assistance restrictions, and disclosure of interests. The secretary flags what needs a board resolution, what needs member approval, and what needs SSM lodgement — before the decision is made, not after.
Governance beyond the Companies Act
The secretary's role extends to Section 17A of the MACC Act (adequate procedures against corruption), the Personal Data Protection Act, and — for regulated industries — sector-specific compliance. For growing companies, the secretary is also the natural custodian of the corporate governance framework: board charters, committee terms of reference, and the annual compliance calendar.
How ASKCO handles it for you
As your named secretary, we maintain your registers, calendarise every filing, prepare resolutions and minutes, and give directors direct access to a licensed secretary — not a call centre. Our Bronze package (RM2,750) covers incorporation plus the first year of retainer; ongoing retainers start from RM1,200/year. Talk to us if you want a compliance file that would survive any due diligence.
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