Yes. Section 235(1) of the Companies Act 2016 requires every Malaysian company, including every Sdn Bhd, to have at least one qualified company secretary, and Section 236(2) requires the first secretary to be appointed within thirty days of incorporation. The Act sets no exemption for small, dormant or single-director companies, and non-compliance is an offence by the company and every director.
Key takeaways
- A company secretary is mandatory for every Sdn Bhd under Section 235(1) of the Companies Act 2016 — there is no size, revenue or dormancy exemption in the Act.
- The first secretary must be appointed within 30 days of incorporation (Section 236(2)), and the office must never sit vacant for more than 30 days at any one time (Section 240).
- Sections 235(4) and 236(4) say only that the company and its directors “commit an offence” — they state no fine. The penalty comes from the Act’s general penalty, Section 588(2): up to RM50,000, up to 3 years’ imprisonment, or both for an individual.
- The “RM1,000 per day” figure often quoted for this offence is misplaced — that daily fine belongs to the late annual return offence in Section 68(9), a different provision.
- An LLP (PLT) does not appoint a company secretary — it appoints a compliance officer under Section 27 of the Limited Liability Partnerships Act 2012.
Is a company secretary mandatory for a Sdn Bhd in Malaysia?
A company secretary is mandatory for every Sdn Bhd in Malaysia without exception. Section 235(1) of the Companies Act 2016 states that a company “shall have at least one secretary”, and Section 236(2) requires that first appointment within thirty days of incorporation. The obligation attaches to the company itself, so it begins the moment SSM issues the notice of registration.
Section 235(1) also fixes who that person may be: a natural person, eighteen years of age and above, and a citizen or permanent resident of Malaysia who ordinarily resides in Malaysia by having a principal place of residence here. A company or corporate body can never itself be named as the secretary of a Sdn Bhd — the office is reserved for an individual, which is why a corporate secretarial firm names one of its own qualified people on the SSM register rather than the firm. (Source: Companies Act 2016 (Act 777), Sections 235 and 236, official text published by the Malaysian Investment Development Authority.)
A person is only validly in office as the company secretary of a Sdn Bhd if all three of these are true at the same time:
- Section 235(1) — who they are: a natural person, eighteen or above, a Malaysian citizen or permanent resident, ordinarily resident in Malaysia by having a principal place of residence here.
- Section 235(2) — how they qualify: a member of a professional body listed in the Fourth Schedule, or a person licensed by SSM under Section 20G of the Companies Commission of Malaysia Act 2001.
- Section 238 — not disqualified: not an undischarged bankrupt, not convicted of an offence referred to in Section 198, and not someone who has ceased to hold a Section 241 practising certificate.
Section 235(2) then requires that the individual be either a member of a professional body set out in the Fourth Schedule to the Act, or a person licensed by the Companies Commission of Malaysia under Section 20G of the Companies Commission of Malaysia Act 2001. Meeting the Section 235(1) residency test is not enough on its own — a Sdn Bhd secretary must satisfy both subsections. Our companion guide sets out how to appoint a company secretary in Malaysia, including the two qualification routes and the board resolution that records the appointment.
What exactly does the Companies Act 2016 require of a company secretary?
The Companies Act 2016 spreads the company secretary requirement across five provisions: Section 235 sets who qualifies, Section 236 sets the appointment and its thirty-day deadline, Section 238 lists disqualifications, Section 240 forbids leaving the office vacant for more than thirty days, and Section 242 bars one person from acting as both director and secretary in the same act.
| Section | What it requires | Deadline or limit |
|---|---|---|
| 235(1) | The company shall have at least one secretary — a natural person, 18 or above, a Malaysian citizen or permanent resident ordinarily resident in Malaysia | Continuous obligation |
| 235(2) | The secretary must be a member of a Fourth Schedule professional body, or licensed by SSM under Section 20G of the CCM Act 2001 | Must hold at all times |
| 236(2) | The board must appoint the first secretary after incorporation | Within 30 days of incorporation |
| 236(3) | Written consent to act, qualified under 235(2), and not disqualified under Section 238 | Before appointment |
| 58(1) | Notify the Registrar of the appointment or cessation of a secretary | Within 14 days |
| 240 | The office of secretary shall not be left vacant | No more than 30 days at any one time |
| 242 | No person may act in a dual capacity as both director and secretary for the same act | Continuous prohibition |
The Act also makes clear why the office cannot simply sit empty on paper. Section 57(1) requires every company to keep a register of its directors, managers and secretaries at its registered office; Section 58(1) puts the company under a duty to notify the Registrar within fourteen days when a person becomes or ceases to be a secretary; and Section 68(5) provides that the annual return “shall be signed by a director or secretary of the company”. A Sdn Bhd without a secretary in office is therefore not merely in breach of Section 235 — it has no one holding the role the Act names for the filings that keep the company on the register.
Section 238 separately disqualifies anyone who is an undischarged bankrupt, who has been convicted of an offence referred to in Section 198 whether in or outside Malaysia, or who has ceased to hold a practising certificate issued by the Registrar under Section 241. A director who knowingly permits a disqualified person to continue acting as company secretary commits an offence in their own right under Section 238(3). (Source: Companies Act 2016, Sections 238, 240 and 242.)
Are dormant, small or single-director Sdn Bhds exempt?
No Sdn Bhd is exempt from the company secretary requirement on grounds of size, revenue, dormancy or having only one director. Section 235(1) of the Companies Act 2016 applies to “a company” with no threshold or carve-out attached. This is the opposite of audit exemption, which SSM does grant to qualifying small companies by practice directive.
That contrast is the single most common source of confusion for Malaysian founders. Audit exemption removes the external auditor for companies that meet SSM’s thresholds — you can read the current criteria in our guide to audit exemption for a Sdn Bhd in Malaysia — but it does nothing to the secretary obligation, because the two requirements sit in different parts of the Act and rest on different tests. A dormant Sdn Bhd that has never traded, holds no bank account and files nil accounts still needs a named, qualified company secretary on the SSM register every single day of its existence.
The practical consequence is that the cheapest legal state for an unused Sdn Bhd is not “leave it dormant and stop paying” — a dormant company still owes SSM an annual return and still needs a secretary to lodge it. Founders weighing that ongoing cost against striking the company off should read our comparison of Sdn Bhd vs sole proprietorship before deciding which structure they actually need.
What is the penalty for not having a company secretary?
Sections 235(4) and 236(4) of the Companies Act 2016 state only that the company and every director “commit an offence” — they name no fine. The penalty therefore falls to Section 588(2), the Act’s general penalty: an individual faces a fine of up to RM50,000, imprisonment of up to three years, or both.
This matters because Section 588 applies specifically where “a penalty or punishment is not mentioned” in the offence-creating provision, and neither Section 235(4) nor Section 236(4) mentions one. Section 588(2)(a) then exposes an individual — which includes every director of the company — to imprisonment as well as a fine, a consequence most published summaries of this requirement omit entirely. Section 588(3) defines “individual” as a natural person, so a director’s exposure here is personal, not something the company absorbs.
It is also worth correcting a figure that circulates widely: the “RM50,000 and a further RM1,000 for each day” formula is real, but it belongs to Section 68(9) of the Act, which penalises a company that fails to lodge its annual return. The 14-day notification duty in Section 58 carries its own continuing fine of up to RM500 per day. The secretary-appointment offence itself carries no statutory daily fine at all — it carries the general penalty instead.
| Failure | Provision | Penalty on conviction |
|---|---|---|
| No qualified secretary in office | s.235(4) → s.588(2) | Individual: fine up to RM50,000, or up to 3 years’ imprisonment, or both. Body corporate: fine up to RM50,000 |
| First secretary not appointed within 30 days | s.236(4) → s.588(2) | Same general penalty as above |
| SSM not notified of the appointment or cessation within 14 days | s.58(4) | Fine up to RM50,000, plus up to RM500 for each day the offence continues after conviction |
| Annual return not lodged within 30 days of the incorporation anniversary | s.68(9) | Fine up to RM50,000, plus up to RM1,000 for each day the offence continues after conviction |
(Sources: Companies Act 2016, Sections 58(4), 68(9), 235(4), 236(4) and 588.) A separate commercial risk sits alongside the fine: under Section 549, read with Section 68(8), the Registrar may strike a company off the register if it fails to lodge an annual return for three or more consecutive years — and without a secretary, that return is not getting lodged.
Can a director be the company secretary of their own Sdn Bhd?
A director can be the company secretary of their own Sdn Bhd only if that director personally satisfies Section 235(2) — holding an SSM licence or a practising certificate through a Fourth Schedule professional body. Section 242 then prohibits that person from acting in both capacities for anything the Act requires a director and a secretary to do.
“A person is prohibited to act in a dual capacity as both a director and a secretary in a situation that requires or authorizes anything to be done by a director and a secretary.”
— Companies Act 2016 (Act 777), Section 242, official text.
In practice this makes the owner-secretary arrangement unworkable for most Malaysian founders. A director who is not a member of a Fourth Schedule professional body and who holds no Section 20G licence fails Section 235(2) at the first step, regardless of Section 242 — and that qualification is a separate professional credential, not something conferred by being a director or shareholder. Even a director who is qualified cannot sign as both the director and the secretary on a document the Act requires both to execute, which means a single-director company where one person holds both offices will hit a wall on those filings.
What happens if your company secretary resigns?
When a company secretary resigns under Section 237, they cease to hold office thirty days after giving notice to the board, or after the period in the constitution or terms of appointment. Section 240 then bars the office from being vacant more than thirty days at any one time, so the board must appoint a replacement inside that window.
Section 237(2) covers the awkward case where none of the directors can be contacted at their last known residential address: the secretary may instead notify the Registrar of that fact and of the intention to resign, and ceases to hold office thirty days from the date of that notice. Section 237(4) makes clear that resigning does not relieve the outgoing secretary of liability for anything done or omitted before they vacated the office.
The sequence a board should work to after a resignation notice lands is short and time-boxed:
- Day 0 — notice received. The secretary gives notice to the board under Section 237(1); the thirty-day clock in Section 237(3) starts from the date of that notice.
- Days 0–30 — identify a qualified replacement. The candidate must satisfy Section 235(1) and 235(2) and must not be disqualified under Section 238.
- By day 30 — appoint. Section 240 prohibits the office being vacant more than thirty days at any one time, so the board resolution should take effect as the outgoing secretary ceases to hold office.
- Within 14 days of each change — notify SSM. Section 58(1) requires the Registrar to be notified both when a person ceases to be secretary and when a person becomes one.
The board’s replacement duty and the 14-day Section 58 notification run in parallel, not in sequence, so a company that waits until day 29 to start looking for a new secretary has already lost the buffer it needs. Our step-by-step guide to changing a company secretary in Malaysia sets out the handover of statutory registers, and the broader guide to company secretarial compliance maps every recurring SSM deadline that a gap in the office puts at risk.
Do LLPs and sole proprietorships need a company secretary too?
Only companies registered under the Companies Act 2016 need a company secretary. A limited liability partnership (PLT) instead appoints at least one compliance officer under Section 27 of the Limited Liability Partnerships Act 2012, and a sole proprietorship or conventional partnership registered with SSM has no equivalent statutory officer requirement at all.
Section 27(1) of the Limited Liability Partnerships Act 2012 lets an LLP appoint that compliance officer from among its own partners, or from persons qualified to act as secretaries under the companies legislation, provided the person is a Malaysian citizen or permanent resident who ordinarily resides in Malaysia. Section 27(2) then requires the LLP to lodge that person’s particulars and written consent with the Registrar. (Source: Limited Liability Partnerships Act 2012 (Act 743), Section 27, published by SSM.)
The distinction is a real cost difference, not a technicality: an LLP partner can serve as their own compliance officer without holding any professional licence, while a Sdn Bhd must engage someone who is licensed or certificated. Founders choosing between the two structures on that basis should read our side-by-side comparison of Sdn Bhd vs LLP (PLT) in Malaysia, and startups worried about the recurring cost of the Sdn Bhd requirement can see what the role actually covers in our guide to company secretary services for startups.
Frequently asked questions
Is a company secretary mandatory for a dormant Sdn Bhd in Malaysia?
Yes. Section 235(1) of the Companies Act 2016 applies to every company with no exemption for dormancy, size or revenue, so a dormant Sdn Bhd must still keep a qualified company secretary in office. Audit exemption is a separate concession granted by SSM to qualifying small companies and does not remove the secretary requirement.
How long can a Sdn Bhd go without a company secretary?
Not more than thirty days. Section 240 of the Companies Act 2016 states that the office of the secretary shall not be left vacant for more than thirty days at any one time, and Section 236(2) applies the same thirty-day limit to the first appointment after incorporation.
Can I be my own company secretary in Malaysia?
Only if you personally meet Section 235(2) of the Companies Act 2016, which means holding a licence from SSM under Section 20G or a practising certificate through membership of a Fourth Schedule professional body. Section 242 separately prohibits acting as both director and secretary for anything the Act requires a director and a secretary to do.
What is the penalty for not appointing a company secretary in Malaysia?
Sections 235(4) and 236(4) of the Companies Act 2016 create the offence but state no fine, so the general penalty in Section 588(2) applies: for an individual, a fine of up to RM50,000, imprisonment of up to three years, or both. A body corporate faces a fine of up to RM50,000.
Does an LLP need a company secretary in Malaysia?
No. A limited liability partnership appoints at least one compliance officer under Section 27 of the Limited Liability Partnerships Act 2012 rather than a company secretary. The compliance officer may be one of the LLP's own partners, provided that person is a Malaysian citizen or permanent resident ordinarily resident in Malaysia.
If you are unsure whether your Sdn Bhd’s secretary appointment is current and correctly lodged with SSM, PT Corporate Services can review it. WhatsApp us at +6016 538 5338 or email general@pwatan.my, Monday to Friday, 9am to 6pm.