An in-house company secretary is an employee the board appoints; an outsourced one is a qualified person from a company secretarial firm. Either way, that individual must personally hold an SSM practising certificate before acting. The in-house route suits a Sdn Bhd with an employee who holds that certificate and will keep renewing it; otherwise a firm is the simpler appointment, and the Act lets a company use both.
Key takeaways
- Both routes end with a named, registered individual. Section 241(1) of the Companies Act 2016 requires a qualified person to be registered with SSM before acting as a secretary.
- An employee can lawfully be the company secretary. SSM’s practising-certificate FAQ lists “in-house secretary” as its own type of secretary’s office.
- A first practising certificate is valid for one year. Renewal needs at least one appointment during that year and a minimum of 20 CPE hours.
- From 1 January 2026, SSM requires anti-money-laundering training, and current practising-certificate holders have three years to complete it.
- Section 240 bars the office from staying vacant for more than thirty days, so a company with one in-house secretary needs a fallback.
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What is the difference between an in-house and an outsourced company secretary?
The difference is who employs the secretary, not what the law asks of the secretary. Section 236(1) of the Companies Act 2016 has the board appoint a secretary and set the terms. SSM’s practising-certificate FAQ then lists two types of secretary’s office an applicant can name: a secretarial service provider, or an in-house secretary based at a company.
| Question | In-house secretary | Outsourced secretary |
|---|---|---|
| Who is appointed | An employee of the company | A qualified person from a secretarial firm |
| Secretary’s office named to SSM | In-house secretary | Secretarial service provider |
| Who must hold the practising certificate | The employee, personally | The named individual at the firm, personally |
| What your company pays for | An employee’s time, including CPE hours | A firm’s fee |
| If the secretary leaves | The office cannot stay vacant for more than thirty days | The same thirty-day limit applies |
SSM’s guideline limits use of a practising certificate strictly to its holder, so the certificate never belongs to the firm or the company. That is why verification is done against the named individual rather than the firm — see how to check a company secretary’s practising certificate.
Can an employee be your company secretary?
Yes, if that employee personally qualifies. Section 235 of the Companies Act 2016 requires a citizen or permanent resident who ordinarily resides in Malaysia and who either belongs to an approved professional body or holds an SSM licence. Section 241(1) then requires registration with SSM before acting, and section 236(3)(a) requires the employee’s written consent to the appointment.
The approved bodies are the seven listed in the Act’s Fourth Schedule, including the Malaysian Institute of Accountants and the Malaysian Bar. Our guide to appointing a company secretary in Malaysia sets out both qualification routes and the appointment steps.
Two limits catch growing SMEs. The first is nationality: asked whether a foreign passport holder can apply for a practising certificate, SSM’s FAQ answers “No. Only a citizen or permanent resident of Malaysia is allowed to apply for PC.” The second is a director on the payroll. Section 242 bars one person from acting as both director and secretary where the Act needs something done by a director and a secretary, a case covered in whether a company secretary is mandatory for a Sdn Bhd.
What does it take to keep an in-house company secretary qualified?
An in-house secretary must keep an SSM practising certificate current, and renewal is conditional. A first certificate lasts one year. SSM’s guideline makes renewal depend on at least one appointment during the certificate’s validity and on Continuing Professional Education (CPE) hours. A secretary who ceases to hold a certificate is disqualified from acting under section 238(1)(c) of the Companies Act 2016.
The rules sit in SSM’s guidelines on practising certificates for secretaries, which set this upkeep calendar:
- Apply for the first certificate. SSM’s FAQ puts the application fee at RM100.
- Diarise the expiry date. The first certificate is valid for one year, and a renewal application must be made not less than thirty days before expiry.
- Log CPE hours. A minimum of 20 CPE hours is required for the first renewal.
- Keep the appointment on record. The holder must have been appointed and named as a secretary in at least one company during the validity period. Without that, SSM says the renewal application is ineligible and may be rejected or held in abeyance.
- Complete the anti-money-laundering course. A current holder must finish the prescribed training within three years from 1 January 2026 or from the issuance of the first certificate, whichever is later.
- Choose a renewal length. A renewed certificate is valid for not more than three years, and SSM charges RM300 for a three-year renewal.
When section 241 came into force on 15 March 2019, SSM put it plainly: “With the enforcement of this section and the regulations, all qualified persons who wish to act as a secretary must register with the Registrar irrespective of their professional background.” For an SME, the real cost of the in-house route is less the SSM fees than an employee’s training time and the discipline of never letting the certificate lapse.
What if your only in-house secretary resigns?
The board gets a short window. Under section 237(3)(a) of the Companies Act 2016 a resigning secretary ceases to hold office thirty days after notice, or after any period the constitution or terms of appointment set. Section 240 then bars the office from staying vacant for more than thirty days, and section 235(4) makes breaching section 235 an offence by the company and every director.
The section 237 and section 240 thirty-day rules apply equally to an outsourced secretary, so on either route the question is who can be appointed in time. In-house, that means a second qualified employee or a firm already lined up. With a firm, ask before signing who takes over if the named secretary leaves.
A certificate can also end without a resignation. If a secretary is disqualified or removed from the register of secretaries, SSM’s guideline requires the secretary to notify the Registrar and each company in writing within fourteen days. The filing steps for a replacement are in our guide to changing a company secretary in Malaysia.
In-house or outsourced company secretary: how do you decide?
An outsourced secretary usually makes more sense when no employee holds a practising certificate, or when the company’s statutory work is too light to justify an employee’s CPE hours and renewal upkeep. The duties are the same either way: SSM’s guideline expects a secretary, in person or through an employee or agent, to be present at the registered office during its public hours and to verify company documents before they go to SSM.
Signs the in-house route fits
- An employee who is a Malaysian citizen or permanent resident already qualifies under section 235 and holds a practising certificate.
- The company’s secretarial workload is steady enough to justify an employee’s time.
- A second qualified person, in-house or at a firm, can step in within the thirty-day vacancy limit.
Signs an outsourced firm fits
- No employee meets the citizenship, residence and qualification tests, or no employee wants to carry the CPE and renewal upkeep.
- The directors prefer to compare a defined scope and fee. Our guides to how company secretary fees are structured and what a secretarial retainer covers explain what to compare.
Can a Sdn Bhd have both an in-house and an outsourced company secretary?
Yes. Section 235(1) of the Companies Act 2016 requires a company to have at least one secretary, which sets a minimum rather than a maximum. Section 236(1) lets the board set the terms of each appointment, so a company can appoint a qualified employee and a firm’s secretary together, provided each consents in writing and holds a practising certificate.
In a joint arrangement, the terms of each appointment should say which secretary keeps the statutory registers, prepares resolutions and lodges documents with SSM; section 239 lets the board remove a secretary in accordance with those terms or the constitution. A joint appointment also answers the resignation problem: if one secretary leaves, the company still has a secretary in office.
Frequently asked questions
Can a foreign employee be our company secretary?
No. Section 235(1)(c) of the Companies Act 2016 requires a secretary to be a citizen or permanent resident of Malaysia who ordinarily resides in Malaysia, and SSM’s FAQ states that only a citizen or permanent resident may apply for a practising certificate.
How much does SSM charge for a practising certificate?
SSM’s practising-certificate FAQ puts the application fee for a first certificate at RM100 and the fee for a three-year renewal, the longest SSM allows, at RM300. Those are SSM’s fees only; approved-body membership, CPE courses and the anti-money-laundering training are separate.
Does outsourcing move the legal responsibility away from the directors?
No. Section 235(4) of the Companies Act 2016 makes a breach of the secretary requirement an offence by the company and every director, whoever the secretary works for. The appointment and its terms also stay with the board under section 236(1).
PT Corporate Services acts as the named company secretary under the Companies Act 2016 for Sdn Bhd clients from Kota Damansara, Petaling Jaya, alongside registered office, SSM filings and statutory registers. This is general information, not legal advice. Message us on WhatsApp at +6017 646 5338, Monday to Friday, 9:00am to 6:00pm.
Sources
- Companies Act 2016 (Act 777), SSM updated reprint — ss.235–242 and the Fourth Schedule.
- SSM, Guidelines Relating to Practising Certificate for Secretaries under Section 241 of the Companies Act 2016 — validity, renewal, CPE, anti-money-laundering training and duties.
- SSM, FAQ Part R: Practising Certificate — office types, nationality, fees and CPE hours.
- SSM, Enforcement of Section 241 of Companies Act 2016 — commencement date and registration statement.