corporate secretary services

In Malaysia, appointing a qualified, licensed company secretary within 30 days of incorporation is a legal requirement under the Companies Act 2016. At JT & CY Advisory, we act as your dedicated corporate secretary—managing your annual return lodgements, maintaining statutory registers, drafting board resolutions, and keeping your Sdn Bhd fully compliant with the Companies Commission of Malaysia (SSM) so you can focus on running your business.

? Quick Answer: What does a corporate secretary do and why do you need one?

A corporate secretary is a legally required officer for every Sdn Bhd in Malaysia, responsible for ensuring compliance with the Companies Act 2016, maintaining statutory records, and filing annual returns with SSM. The secretary must be licensed by SSM and appointed within 30 days of incorporation.

  • ✓ Filing annual returns – Submit to SSM within 30 days of incorporation anniversary.
  • ✓ Maintaining statutory registers – Keep directors, shareholders, and charges records updated.
  • ✓ Preparing board resolutions – Draft necessary documents for major corporate decisions.
  • ✓ Filing corporate changes – Update SSM on director, shareholder, or address changes.
  • ✓ Advising on compliance – Help company officers remain compliant with corporate law.

🇲🇾 Key Facts

Appointment deadline: 30 days of incorporation

Annual return deadline: 30 days from incorporation anniversary

Late filing penalties: RM300–RM900

Qualification: SSM Licensed or Prescribed Body Member

≡ What this guide covers
01 Why a secretary is required 02 Key responsibilities 03 Filing deadlines 04 Who can be a secretary? 05 Consequences of non-compliance 06 How JT & CY Advisory helps 07 Expand to Singapore 08 FAQs (12 questions) 09 Official references

1. Why is a corporate secretary mandatory for every Sdn Bhd?

Under Section 236 of the Companies Act 2016, every private company must appoint at least one company secretary who is a member of a prescribed body (e.g., MIA, MAICSA, LS) or licensed by SSM. The secretary acts as the company's legal compliance officer, ensuring that statutory filings are completed accurately and on time.

Failure to appoint a qualified secretary within 30 days of incorporation exposes directors to legal liabilities and potential compounding fines from SSM.

Source: SSM – Starting a Company

2. What are the key responsibilities of a corporate secretary?

A corporate secretary manages administrative compliance and acts as an official liaison between your business and SSM:

  • • Annual Return Filing: Submit annual returns to SSM within 30 days of the company’s incorporation anniversary.
  • • Statutory Registers: Maintain up-to-date registers of directors, shareholders, debentures, and charges at the registered office.
  • • Board & Shareholder Documentation: Draft, execute, and archive statutory resolutions, board meeting minutes, and AGM notices.
  • • Changes in Particulars: Notify SSM within 14 days of changes to directors, shareholders, share transfers, or registered addresses.
  • • Audit Exemption Lodgment: Assist qualified private entities with submitting annual audit exemption certificates under SSM PD 10/2024.

3. Key filing deadlines business owners should know

Compliance Item Statutory Deadline Why it matters
First Company Secretary Within 30 days after incorporation Mandatory legal setup requirement.
Annual Return (AR) Within 30 days from incorporation anniversary Primary recurring compliance record for SSM.
Financial Statements Within 30 days after circulation to members Decoupled from AGM requirements for private companies.
Registered Office Changes Notify SSM within 14 days of change Ensures official communication channels remain open.

Source: SSM – Annual Submission Rules

4. Who can act as a company secretary in Malaysia?

According to SSM, a company secretary must be a natural person aged 18 or older, ordinarily residing in Malaysia, and holding recognized qualifications under Section 235/241 of the Companies Act 2016. Prescribed bodies include:

  • ✓ Malaysian Institute of Accountants (MIA)
  • ✓ Malaysian Institute of Chartered Secretaries and Administrators (MAICSA)
  • ✓ Malaysian Institute of Certified Public Accountants (MICPA)
  • ✓ Association of Chartered Certified Accountants (ACCA) / Licensed by SSM
Practical Advice: Choosing an experienced secretary prevents costly procedural delays during share transfers, banking applications, and corporate restructuring.

5. What happens if a company fails to meet secretarial obligations?

Late submission of annual returns triggers compound penalties: RM300 for the 1st month, RM600 for the 2nd month, and RM900 for the 3rd month and beyond.

Continued non-compliance can lead to SSM issuing strike-off notices to the company and prosecution of directors, resulting in blacklisting or personal fines under the Companies Act 2016.

6. What JT & CY Advisory helps with

  • ✓ Formal appointment as your named, licensed Company Secretary
  • ✓ Timely Annual Return drafting & electronic filing with SSM
  • ✓ Maintenance of statutory books and digital registers
  • ✓ Preparation of board resolutions, AGM, and EGM records
  • ✓ Filings for share transfers, director changes, and address updates
Request Secretarial Consultation

7. Expand to Singapore with Terra Advisory Services

For Malaysian enterprises looking to establish a regional holding presence or expand into Singapore, our Singapore affiliate Terra Advisory Services (ACRA FA20122913) provides seamless cross-border coordination:

  • • Singapore Incorporation: Registration of subsidiaries, branch offices, and holding companies.
  • • Nominee Director Services: Fulfilling the local resident director requirement under the Singapore Companies Act.
  • • ACRA Secretarial Compliance: Statutory corporate secretarial management under Singapore regulations.

8. Frequently Asked Questions

1. When must a Malaysia company appoint its first company secretary?
Under Section 236 of the Companies Act 2016, the first company secretary must be appointed within 30 days after incorporation.
2. Is a company secretary mandatory for every Sdn Bhd?
Yes, every active or dormant private limited company (Sdn Bhd) in Malaysia must maintain at least one qualified secretary at all times.
3. What qualifications must a company secretary hold?
They must be a natural person of full age (18+), residing in Malaysia, and either a member of a prescribed professional body (like MIA or MAICSA) or holding a valid SSM secretary license.
4. What is the deadline for filing an Annual Return with SSM?
The annual return must be submitted within 30 days from the anniversary of the company's incorporation date each year.
5. When are financial statements due for lodging with SSM?
Financial statements must be lodged with SSM within 30 days after they are circulated to the company's members.
6. What non-routine duties does a secretary perform?
They handle share allotments, share transfers, director changes, opening bank accounts, amendments to company details, and legal restructuring paperwork.
7. Does a dormant Sdn Bhd still need a secretary?
Yes. Dormant companies remain subject to statutory compliance, including annual return filings and maintaining statutory registers.
8. How much do corporate secretarial services cost in Malaysia?
Retainer packages generally range from RM1,200 to RM3,600 per year, depending on business complexity and transaction frequency.
9. Can a foreign resident act as a Malaysian company secretary?
Only if they meet the professional qualifications and maintain their principal place of residence in Malaysia.
10. Can a company director also serve as the secretary?
Yes, provided they hold the necessary qualifications. However, a sole director of a company cannot also act as the sole company secretary.
11. What are the penalties for late filing with SSM?
Penalties scale based on delay, ranging from RM300 for the first 30 days up to RM900+ for delays exceeding 90 days, alongside risk of director prosecution.
12. Does JT & CY Advisory offer complete secretarial management?
Yes, we provide complete, end-to-end corporate secretarial retainers covering annual filings, statutory register updates, and SSM lodgments.