No. If you own a Sdn Bhd (private limited company) in Malaysia, you cannot act as your own company secretary unless you are separately licensed by the Companies Commission of Malaysia (SSM) or a member of a prescribed professional body. Under Section 235 of the Companies Act 2016, a company secretary must be a natural person, at least 18 years old, a Malaysian citizen or permanent resident, ordinarily resident in Malaysia, and either licensed by SSM or a member of an approved body such as MAICSA (the Malaysian Institute of Chartered Secretaries and Administrators). Most first-time business owners do not hold this licence, so they hire someone who does.
🔔 TL;DR
- Every Sdn Bhd must appoint a company secretary within 30 days of incorporation. You can’t skip this step or leave the role empty for more than 30 days.
- A company secretary must be licensed by SSM or belong to a body like MAICSA. Being the founder or director does not qualify you automatically.
- Missing this requirement can cost the company and its directors up to RM50,000 in fines, plus RM500 a day for continuing offenses.
- You can switch company secretaries at any time, as long as the company always has one appointed.
- Sole proprietors and partnerships don’t need a company secretary at all. This requirement only kicks in once you incorporate as a Sdn Bhd.
About the Author:
Boss Boleh is a licensed company secretary platform that has helped set up and maintain thousands of Sdn Bhd companies across Malaysia fully online, with over 1,500 Google reviews at a 4.9-star average. This article draws on that day-to-day experience handling SSM filings, statutory registers, and compliance deadlines for Malaysian business owners.
📌 Why Does the Companies Act Require a Licensed Company Secretary At All?
The short answer: because a company is a separate legal person, and someone qualified needs to keep its paperwork straight with SSM. A sole proprietorship has no separate legal identity from its owner, so there’s no statutory register to maintain and no annual return to lodge on the company’s behalf. A Sdn Bhd is different. It can own property, sign contracts, and get sued in its own name, which means someone has to formally track its legal life: who the directors are, what resolutions were passed, when shares changed hands. That’s the company secretary’s job under the Companies Act 2016.
Think of it like a company’s memory. Directors come and go, decisions get made in meetings that nobody writes down properly, and years later nobody can prove what was actually agreed. A licensed company secretary is the person legally responsible for keeping that memory accurate and filed with SSM on time. That’s why the law insists on a qualified person, not just whoever happens to be running the business day to day.
📌 Who Is Actually Allowed to Be a Company Secretary in Malaysia?
Company secretary requirements under Section 235 come down to two tests: a personal eligibility test and a qualification test.
- Personal eligibility: at least 18 years old, a Malaysian citizen or permanent resident, and ordinarily resident in Malaysia. Foreign founders running a Malaysian Sdn Bhd cannot appoint themselves for this reason alone, even if they wanted to.
- Professional qualification: either licensed directly by SSM, or a member in good standing of a body prescribed under the Act, such as MAICSA.
- Disqualifications: undischarged bankrupts and anyone convicted of an offense involving fraud or dishonesty cannot hold the role.
This is why “company secretary near me” and “licensed company secretary Malaysia” are such common searches. Most founders quickly discover that this isn’t a role you can DIY, so they start looking for a provider instead of a licence.
📌 What Happens If Your Company Doesn’t Appoint One in Time?
Building on the eligibility rules above, timing matters just as much as qualification. Every Sdn Bhd must appoint a company secretary within 30 days of incorporation, and the position can never sit vacant for more than 30 days after that. This is not a soft guideline. It’s an offense under the Companies Act 2016.
The consequences are specific, not vague warnings:
- The company and its defaulting officers (usually the directors) can each face a fine of up to RM50,000.
- A continuing offense attracts a further RM500 per day until it’s fixed.
- Persistent non-compliance can lead SSM to issue administrative compounds, or in extreme cases, strike the company off the register entirely.
🔔 QUICK TAKE AWAY
Miss the 30-day window, and the penalty clock starts running at RM500 a day on top of a possible RM50,000 fine. There’s no grace period once you’re past 30 days.
📌 What Does a Company Secretary Actually Do Once Appointed?
A related but distinct question from “who can be a secretary” is “what do they actually do.” The Companies Act 2016 spells out a mix of administrative and fiduciary duties:
- Maintaining statutory registers (directors, shareholders, charges).
- Lodging Annual Returns and Financial Statements with SSM.
- Acting as custodian of the company seal, where one is used.
- Preparing board resolutions and recording minutes of meetings.
- Advising directors on corporate governance and statutory compliance.
- Acting honestly and in good faith, a fiduciary duty that runs alongside the administrative checklist.
SSM’s own filing calendar is unforgiving. Annual Returns must be lodged within 30 days of the company’s incorporation anniversary. Financial Statements must be circulated to members within 6 months of financial year-end, then lodged within 30 days after circulation. Any change in Beneficial Ownership details must be updated with SSM within 14 days. A company secretary is the person tracking all three deadlines simultaneously, for every company they serve.
📌 Can You Switch Company Secretaries If You’re Not Happy With Yours?
Yes. You can appoint a new company secretary at any time, provided the correct resolutions are passed and notices submitted, as long as the company is never left without one even for a day. This matters because plenty of business owners start with whoever their lawyer or accountant recommended, then later want more responsiveness or a fully digital process.
If you’re comparing company secretary services Malaysia has to offer, whether in company secretary Kuala Lumpur specifically or fully online nationwide, the switch itself is procedural, not risky. The bigger question is usually turnaround time and communication, not the legal mechanics of the handover.
📌 Does a Sole Proprietor or Enterprise Need a Company Secretary?
Stepping back from Sdn Bhd specifics, this question comes up constantly from enterprise owners considering an upgrade. The answer is no. A sole proprietorship or conventional partnership registered under the Registration of Businesses Act has no separate legal personality, so there’s no statutory register, no Annual Return, and no company secretary requirement at all.
| Feature | Sole Proprietor / Enterprise | Sdn Bhd |
| Company secretary required | No | Yes, within 30 days of incorporation |
| Legal identity | Same as the owner | Separate legal person |
| Annual filings with SSM | None | Annual Return, Financial Statements, Beneficial Ownership updates |
| Owner’s liability | Personal, unlimited | Limited to share capital |
This is one reason enterprise owners weigh the switch once profits grow: the compliance workload goes up, but so does the legal protection and credibility with banks and clients.
📌 Frequently Asked Questions
A director can also be the company secretary only if that director independently holds a valid SSM licence or professional body membership under Section 235. Holding a director title alone does not qualify anyone for the role.
You need to appoint a company secretary within 30 days of incorporation, and the role can never be vacant for more than 30 days after that.
A company secretary handles statutory filings, registers, and governance advice. An auditor is a separate, independently appointed professional who examines the company’s financial statements. As a licensed company secretary firm, Boss Boleh does not provide audit services; it works alongside your appointed auditor while you remain responsible for appointing one and filing audited financial statements when required.
Not all Sdn Bhd companies need an audit every year. Under SSM’s phased audit exemption framework, eligible small companies can qualify to lodge Unaudited Financial Statements instead of a full audit. The thresholds are being phased in over time, with the qualifying revenue cap rising in stages, for example RM2 million for financial periods in 2026, before reaching higher thresholds for later financial periods, alongside related tests on assets and number of employees, sustained over the current and prior two financial years.
No. Section 235 requires the company secretary to be a Malaysian citizen or permanent resident who ordinarily resides in Malaysia, regardless of professional qualification.
The company and its officers risk a fine of up to RM50,000, plus RM500 per day the vacancy continues, and SSM can eventually take administrative action against the company.
Search terms like “company secretary near me” or “company secretary Malaysia” will surface both traditional firms and online platforms. The key filter is licensing, not location, since most services today, including Boss Boleh, operate fully online regardless of where in Malaysia you’re based.
ABOUT BOSS BOLEH
Boss Boleh is a licensed company secretary and online incorporation platform built for first-time Sdn Bhd owners. Beyond company secretarial work, it also offers a one-stop compliance solution for entrepreneurs, including accounting, tax planning and tax filing services. As a licensed company secretary, we take on the statutory role the Companies Act requires, handling Annual Return submissions, Beneficial Owner filings and standard corporate resolutions as part of our subscription plans. Everything runs online with digital signatures, eKYC and WhatsApp support, so directors can focus on the business while the filings stay on schedule.
References
- Chartered Secretaries Malaysia (MAICSA) (maicsa.org.my)
- What Does a Company Secretary Actually Do? 8 Duties Every Sdn Bhd Owner Should Know – Newswav (newswav.com)
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