Do private companies still need to hold AGMs?

No. Under the Companies Act 2016, private companies are not required to hold annual general meetings. Members' decisions are normally passed as written resolutions instead, and preparing those is typically part of a secretarial retainer.

What happens if my company misses its annual return?

The annual return is due within 30 days of each anniversary of incorporation. Missing it for three or more consecutive years can put the company on the path to being struck off the register, which is why deadline monitoring should be treated as a core retainer duty rather than an optional reminder service.

Who owns the statutory registers if I change firms?

The company does. The registers and minute book are the company's property, not the secretary's, and a well-drafted engagement letter states how and when they are handed over if the engagement ends.

Is the registered office included in a secretarial retainer?

Sometimes. Some firms bundle use of their premises as your registered office into the retainer; others price it as a separate line. Confirm the treatment in writing when comparing quotes, because it changes the true annual cost.

Corporate Secretarial Services in Petaling Jaya: What's Included and What to Look For

Corporate secretarial services in Petaling Jaya normally mean a retainer under which a qualified individual acts as your company's named secretary under the Companies Act 2016, maintains the statutory registers, prepares routine resolutions, and lodges filings with SSM through the MyCoID and MBRS portals. The practical questions when comparing providers are what that retainer actually covers month to month, what is billed separately, and what the engagement letter should say. This article breaks a typical engagement into those parts so you can compare quotes line by line.

The legal spine of every engagement

Whatever a provider calls its packages, the law fixes the core. Section 235 of the Companies Act 2016 requires every company to have at least one secretary — a natural person aged eighteen or above, ordinarily resident in Malaysia, and either a member of a prescribed professional body or licensed by SSM. The first secretary must be appointed within 30 days of incorporation, and if the office later falls vacant it may not stay vacant for more than 30 days. Every engagement you are quoted is a wrapper around these fixed duties; the differences between firms lie in service, scope and process, which is why the fine print matters more than the brochure. Our Companies Act 2016 compliance page sets out the statutory duties in full.

What a retainer normally covers month to month

A standard secretarial retainer usually includes acting as the named secretary of record; safekeeping and maintenance of the statutory registers and minute book; preparing routine board and members' resolutions as decisions arise; monitoring the statutory calendar; and lodging the recurring filings. The calendar work is the quiet bulk of it: the annual return within 30 days of each anniversary of incorporation, financial statements circulated within six months of the financial year end and lodged via MBRS within 30 days after circulation, and notifications to SSM within 14 days whenever directors, secretaries or the registered office change. Many firms also offer use of their premises as your registered office — sometimes inside the retainer, sometimes as a separate line. And since private companies need not hold AGMs under the Companies Act 2016, routine members' decisions are typically handled by written resolution; preparing those is normally retainer work too.

What is usually billed as an extra

Certain work is transactional rather than recurring, and most firms price it separately: share allotments and transfers, adopting or amending a constitution, capital restructuring, preparing statutory records for due diligence, striking-off applications, certified true copies in volume, attending meetings in person, and reconstructing registers that a previous provider left in disarray. There is nothing wrong with extras; the problem is extras that surface after the fact. Compare providers on whether the boundary is written down — a scope list of what the retainer includes and a fee basis for what it does not. Ask directly: "if I allot shares to a new investor next month, what will that cost and how long will it take?" The shape of that answer tells you how the firm handles everything outside the routine.

Red flags in engagement letters

Five things to check before signing. First, no named individual: if the letter does not say who will act as secretary, you are appointing a brand rather than the person the law actually recognises. Second, "as required" scope: a written list of inclusions beats a vague phrase every time, because vagueness is always resolved in the drafter's favour. Third, silence on deadlines: the letter should say the firm monitors the annual return and MBRS timetable, not merely that it will "assist with filings" when asked. Fourth, no fee basis for extras: if transactional work is priced "on request", you cannot budget and cannot compare. Fifth, unclear exit terms: the registers and minute book are the company's property, and the letter should say how and when they are returned if you leave. A firm confident in its service does not need ambiguity to keep clients.

What handover from an old secretary looks like

Switching providers is routine and does not disrupt the company if it is sequenced properly. The incoming secretary confirms eligibility and consents to act; the board resolves the change; SSM is notified within 14 days; and because the office may not be vacant for more than 30 days, the resignation and the new appointment are timed to overlap or to fall inside that window. A competent incoming firm then audits what it has received: are the registers current, was the last annual return lodged on time, are any financial statements overdue through MBRS? That audit matters more than most directors realise, because after three or more consecutive missed annual returns a company can be struck off the register — and inherited neglect becomes your problem on the day you discover it. Insist that the handover review is part of onboarding, not a billable surprise later.

Board support: the grey zone between retainer and extra

Board and shareholder support sits awkwardly between the two categories, and it is worth pinning down before you sign. Preparing notices, agendas and minutes for a scheduled board meeting is retainer work at some firms and an extra at others; attending the meeting in person is almost always separate. The same goes for AGM support in the cases where a private company's members choose to hold one anyway, and for extraordinary general meetings called at short notice. None of these is costly individually — the expense is the argument that follows when each side assumed the other's definition. Ask the firm to mark, on its own scope list, which meeting tasks fall inside the retainer, and keep that annotated copy with the engagement letter.

How to compare two quotes properly

Once you have two engagement letters, normalise them before comparing. Give both the same treatment of the registered office (in or out), the same allowance for routine resolutions, and the same assumptions about transactional work over the next twelve months, then look at the likely annual total rather than the headline retainer. A lean retainer with every resolution billed separately can cost more in a busy year than an inclusive one; the reverse holds in a quiet year. Finally, weigh the things that never appear on a quote: how quickly the firm replied while you were still a prospect, whether scope was volunteered in writing without being asked, and whether the person you spoke to is the person who will hold the appointment. Those signals predict the next three years better than any line item.

Where PT Corporate Services fits

PT Corporate Services Sdn Bhd, the firm publishing this guide, offers exactly this kind of engagement from D12-08, Menara Mitraland, Jalan PJU 5/1, Kota Damansara, 47810 Petaling Jaya: a named company secretary under the Companies Act 2016, statutory registers and resolutions, registered office, SSM filings through MyCoID and MBRS, and board and AGM support where needed. We confirm scope and fee upfront, before work starts, and reply in plain language within the working day. If you would like a second engagement letter to compare against the one on your desk, call or WhatsApp +6016 538 5338 (Monday to Friday, 9am to 6pm) or email general@pwatan.my.

According to Suruhanjaya Syarikat Malaysia (SSM), the board of a Malaysian Sdn Bhd must appoint its first company secretary — a natural person who is a citizen or permanent resident ordinarily residing in Malaysia — within 30 days of incorporation, and the office cannot be left vacant for more than 30 days thereafter (Companies Act 2016, Section 236). See SSM — FAQs on the Companies Act 2016.