You change a company secretary in Malaysia by getting a qualified replacement's consent, passing a board resolution, and lodging a Section 58 notification with SSM within 14 days. Miss that deadline and Section 58(4) allows a fine of up to RM50,000 against the company and every officer in default, plus a further daily fine once convicted.
Key takeaways
- SSM must be notified of a change of company secretary within 14 days, under Section 58 of the Companies Act 2016, via the MyCoID portal.
- Miss the 14-day window and Section 58(4) sets the exposure at a fine of up to RM50,000, plus up to RM500 for each day the offence continues after conviction — for the company and every officer who contravenes.
- The secretary's office can never be vacant for more than 30 days at any time (Section 240). Because Section 240 states no penalty of its own, the Act's general penalty (Section 588) applies: up to RM50,000 for the company, and for each individual officer found in default, up to RM50,000, up to 3 years' imprisonment, or both.
- The outgoing secretary must hand over statutory registers, minute books, resolutions and the company seal (if one is used) before the switch is complete.
- Every figure above is sourced directly to the Companies Act 2016 (Act 777), not a summary or estimate.
What is the SSM deadline to notify a change of company secretary?
SSM must be notified of a change of company secretary within 14 days of the change taking effect, under Section 58 of the Companies Act 2016, by lodging the notification through the MyCoID portal — this covers a secretary resigning, being removed, or a new one being appointed. Older references sometimes call this lodgement "Form 49," the equivalent notification under the repealed Companies Act 1965; today it is filed as a Section 58 notification, not a standalone numbered form — though some banks and agencies still ask for it by the old name. The 14-day clock starts from the date the change actually takes effect, not from whenever the paperwork gets filed.
Section 58(4) states the consequence of missing it in unusually direct terms for a statute: "The company and every officer who contravene this section commit an offence and shall, on conviction, be liable to a fine not exceeding fifty thousand ringgit and, in the case of a continuing offence, to a further fine not exceeding five hundred ringgit for each day during which the offence continues after conviction." Read plainly, that liability sits with the company and every officer in contravention — not one shared cap, but separate exposure for each.
What are the steps to change your company secretary in Malaysia?
Changing company secretary in Malaysia takes five steps: get written consent from a qualified replacement, pass one board resolution covering both the exit and the appointment, settle outstanding fees and collect statutory records from the outgoing secretary, lodge the Section 58 notification with SSM within 14 days, then complete the handover. Corporate law commentary from Douglas Loh & Co lays out the same sequence in more detail:
- Find and get consent from your new secretary. They must be a Malaysian citizen or permanent resident, at least 18 years old, and either licensed by SSM directly or a member of a recognised professional body (MAICSA, MIA, MICPA, or the Malaysian Bar). Get their written consent to act before you go further.
- Hold a board meeting and pass a resolution. One resolution should cover both actions — terminating (or accepting the resignation of) the outgoing secretary, and appointing the incoming one, effective on a specific date.
- Settle outstanding matters with the outgoing secretary. Clear any unpaid retainer or filing fees, then request the full handover: statutory registers (members, directors, charges), minute books, the company seal if the company still uses one, and copies of past SSM filings.
- Lodge the Section 58 notification with SSM. File through MyCoID (or at an SSM counter) within 14 days of the effective date, attaching the board resolution, the outgoing secretary's resignation or removal confirmation, and the incoming secretary's consent and identification.
- Complete the handover. Once SSM processes the change, update your letterhead, bank mandate signatories where relevant, and notify any stakeholders — auditors, bankers, company registration agents — who dealt directly with the previous secretary.
(Process summary drawn from Douglas Loh & Co, "How to Change Company Secretary in Malaysia".)
In practice, the whole sequence usually takes 3–7 working days from finding a replacement to SSM completing the change — the pace mostly comes down to how quickly the outgoing secretary responds, how complete the paperwork is, and SSM's own processing queue, not the 14-day statutory deadline itself.
What happens if the company secretary role is vacant for too long?
The office cannot sit vacant for more than 30 days under Section 240 of the Companies Act 2016. Because Section 240 sets no penalty of its own, the Act's general penalty (Section 588) applies: up to RM50,000 for the company, or up to RM50,000, three years' imprisonment, or both, for each officer in default.
Malaysia's Companies Act 2016 actually contains two separate 30-day rules for the secretary's office, and it's easy to conflate them. Section 236(2) requires the first secretary to be appointed within 30 days of incorporation. Section 240 then governs every day after that — the rule that matters mid-switch:
"The office of the secretary of a company shall not be left vacant for more than thirty days at any one time." — Companies Act 2016 (Act 777), Section 240
Neither Section 236 nor Section 240 states its own penalty, so both fall back on Section 588. There is no additional per-day fine written into Section 588 — the daily continuing fine only applies to sections (like Section 58) that state one explicitly. That is why the safer sequence is to line up the new secretary's written consent before terminating the old one: a clean handover keeps the vacancy at zero days instead of racing a 30-day clock with a RM50,000 ceiling attached.
| Rule | Section | What it requires | Penalty if breached |
|---|---|---|---|
| Notify SSM of a secretary change | Section 58 | Lodge within 14 days of the change taking effect | Up to RM50,000, plus up to RM500 per day continuing after conviction |
| Appoint your first secretary | Section 236(2) | Within 30 days of incorporation | Up to RM50,000 (company); up to RM50,000, 3 years' jail, or both (individual officer in default) — Section 588 general penalty |
| Never leave the office vacant | Section 240 | No more than 30 days vacant at any one time | Same as above — Section 588 general penalty (no daily fine) |
(Sourced directly to the Companies Act 2016 (Act 777), Sections 58, 236, 240 and 588 — Laws of Malaysia, official reprint.)
Terminology note: this article says "officer" throughout for readability — the Act itself says "person" in Sections 236(4) and 588, and only names "officer" in Section 58.
What should you check before signing with a new company secretary?
Before signing with a new company secretary, check four things: chronic delays on past SSM filings, reluctance to hand over statutory records promptly, whether the individual is personally licensed rather than trading on someone else's licence, and a pattern of switching secretaries repeatedly in short succession. None of these disqualify a candidate on their own, but together they are worth a second look.
- Chronic filing delays. Delays on routine SSM filings signal that a secretary is passing compliance risk on to you and your directors.
- Reluctance to hand over records. Statutory registers, minute books or the company seal belong to the company, not the secretary — hesitation to hand them over promptly is a bad sign.
- Personal licensing. Confirm the person is personally licensed by SSM or a member of a recognised body (MAICSA, MIA, MICPA, the Malaysian Bar), not just an admin team trading on someone else's licence. Our guide to choosing a company secretary for a new Sdn Bhd covers the same individual checks; the same questions apply at the firm level in our comparison of corporate secretarial firms in Petaling Jaya.
- Frequent switching. There's a practical reason to watch this too: some incoming secretaries treat a history of switching CoSecs multiple times in a short period as its own red flag, and may be more cautious about taking on the engagement.
One scenario worth flagging separately: switching secretaries while your company has outstanding SSM penalties or overdue filings is legally allowed — the Companies Act 2016 places no restriction on removing and appointing a secretary for that reason — but it doesn't clear the backlog. The penalties and overdue filings stay attached to the company itself, not the outgoing secretary, so it's worth clearing them before or during the handover rather than leaving them open.
How PT Corporate Services helps with the switch
PT Corporate Services is a named company secretary practice serving Petaling Jaya and the Klang Valley, based in Kota Damansara, Selangor, and switching to us follows the same process above with one difference: we manage the SSM lodgement, the 14-day notification, and the records handover so the 30-day clock never becomes your problem to track. That covers the named company secretary role itself, SSM filings and annual returns through MyCoID and MBRS, your registered office, and the statutory registers and resolutions that come with it — see our full corporate secretarial services in Petaling Jaya for what's included. If you want the fuller picture of what ongoing compliance involves once the switch is done, see our Companies Act 2016 compliance guide for Sdn Bhd.
If you're mid-switch and want a second pair of eyes on the timeline, WhatsApp us at +6016 538 5338 or reach us at general@pwatan.my, Monday to Friday, 9am to 6pm.
Frequently asked questions
How long do I have to notify SSM after changing my company secretary?
14 days from the date the change takes effect, under Section 58 of the Companies Act 2016. The notification is lodged through the MyCoID portal.
What happens if I miss the 14-day SSM notification deadline?
Section 58(4) exposes the company and every officer who contravenes the section to a fine of up to RM50,000, plus up to RM500 for each day the offence continues after conviction.
Can my company operate without a company secretary while I find a replacement?
Only for up to 30 days at any one time, under Section 240 of the Companies Act 2016. Because Section 240 sets no penalty of its own, breaching it falls under the Act's general penalty (Section 588): up to RM50,000 for the company, and up to RM50,000, up to 3 years' imprisonment, or both, for each officer in default.
What documents does the outgoing secretary need to hand over?
The company's statutory registers (members, directors, charges), minute books, resolutions, the company seal if one is in use, and copies of past SSM filings.
Who is allowed to be a company secretary in Malaysia?
A Malaysian citizen or permanent resident, at least 18 years old, who is either licensed directly by SSM or a member of a recognised professional body such as MAICSA, MIA, MICPA, or the Malaysian Bar.
Does switching company secretaries affect my company's bank account or licences?
Not automatically — business licences and registrations are issued to the company itself, not to whichever individual holds the company secretary role, so they carry over unaffected. But you should update the bank's signatory records and notify any stakeholders — auditors, bankers, company registration agents — who dealt directly with your old secretary, as part of the handover.
Can I switch company secretaries if my company already has outstanding SSM penalties or overdue filings?
Yes — the Companies Act 2016 places no restriction on this. But switching doesn't clear the backlog; the penalties and overdue filings stay attached to the company itself, not the outgoing secretary, so it's worth clearing them before or during the handover rather than leaving them open.