How to appoint a company secretary in Malaysia.

The role of the company secretary in Malaysia is defined by the Companies Act 2016 and overseen by the Companies Commission of Malaysia, commonly known as SSM. The law sets out who can be appointed, when the appointment must occur, what filings are required and the circumstances under which a person is not permitted to hold the office.

This guide explains the requirements and process in clear terms for founders, directors and in‑house teams planning a compliant appointment in Malaysia. Where relevant, it also clarifies changes introduced under the Companies Act 2016 and SSM’s current e‑filing practices.

Legal requirements for appointing a company secretary

The Companies Act 2016 sets the framework for appointments, eligibility and filings. SSM administers the regime and provides the portals and forms used for lodgements.

Mandatory appointment under the Companies Act 2016

Every company incorporated in Malaysia is required to have at least one company secretary. SSM’s incorporation guidance states that a company secretary is to be appointed within 30 days after the company is formed and the company then has to notify SSM.

The secretary has to be an individual with a principal place of residence in Malaysia. SSM’s disqualification page, which also recaps the eligibility baseline in section 235, notes that a secretary must be a person aged 18 or over, who is a citizen or permanent resident and ordinarily resides in Malaysia by having a principal residence in the country.

Qualifications of a company secretary

The Companies Act 2016 provides two qualification routes. A person can either be licensed by SSM under section 20G of the Companies Commission of Malaysia Act 2001 or be a member of one of the professional bodies listed in the Fourth Schedule, such as MAICSA, MIA, the Malaysian Bar, MACS, MICPA, the Sabah Law Association or the Advocates Association of Sarawak. SSM’s guideline under section 241 sets out these routes and the baseline criteria.

From 15 March 2019, anyone who wishes to act as a company secretary has to hold a practising certificate issued by SSM under section 241. SSM’s notices and the Malaysian Bar circular confirm the enforcement date and the Companies (Practising Certificate for Secretaries) Regulations 2019.

SSM operates the e‑Secretary portal for applications, renewals and updates to practising certificate particulars. The portal page explains eligibility, the need to be on the Register of Secretaries and the application process, including fees and renewal timelines.

Taken together, this means an individual can be appointed only if they meet the section 235 qualification criteria and hold a current practising certificate under section 241. SSM’s pages emphasise both elements.

Restrictions and disqualifications

SSM summarises the statutory disqualifications in section 238. A person is disqualified from acting as a company secretary if they are an undischarged bankrupt, have been convicted (whether in or outside Malaysia) of specified offences, including those in section 198, or cease to hold a practising certificate issued under section 241. SSM may also require a person to show cause and may revoke the practising certificate if the person has failed to act honestly or use reasonable diligence. Continuing to act while disqualified exposes both the individual and every director who knowingly permits it to the offence exposure.

SSM’s page also reiterates that the company and every director who contravenes the requirement to have at least one qualified secretary commits an offence. This underlines why boards should verify a candidate’s practising certificate and membership status as part of due diligence.

The appointment process

While every company’s internal steps vary, the external requirements are consistent: appoint a qualified individual, pass the appropriate resolution and lodge the notification on time.

Timing of appointment

The appointment of the first secretary has to take place within 30 days after the incorporation date.

After making the appointment, the company has to notify SSM within 14 days by lodging a Section 58 notification through MyCoID. The first secretary is to be appointed within 30 days, and the appointment has to be filed within 14 days at MyCoID. Section 58 is the vehicle for notifying appointments and changes in the register of directors, managers and secretaries.

Board resolution and statutory filings

Directors appoint the secretary by resolution, then lodge the statutory notification.

Directors’ resolution

A board meeting is held, or a written resolution is passed to appoint the secretary, effective on a stated date. For Section 58 notifications, the company should attach a certified extract of the resolution for appointments and resignations involving directors, managers, or secretaries.

Section 58 notification through MyCoID

The company lodges a “Notification of change in the register of directors, managers and secretaries” under section 58 of the Companies Act 2016. The form captures particulars of the new secretary including membership or licence details and the practising certificate number. SSM provides both a template and portal access and notes that Section 58 submissions are handled through MyCoID.

Lodgement window

Section 58 should be notified within 14 days of the effective date of the resolution.

Auto‑approval and records

Section 58 applications are auto‑approved upon e‑lodgement. Internal statutory registers and minute books should then be updated to mirror the notified particulars.

SSM has also issued a practice note clarifying procedures for Section 58 notifications relating to directors, including the form of resolution extracts to be attached. While it focuses on directors, it reinforces how resolution extracts have to accompany Section 58 filings for appointments and removals.

Documentation required

Companies typically prepare a small pack to support the appointment and filing. The documents below reflect what SSM asks for in practice and the records that help demonstrate compliance:

• Board resolution appointing the company secretary with the effective date, certified by a director or the existing secretary as applicable and attach to Section 58 notifications.
• Section 58 notification lodged via MyCoID, capturing the secretary’s particulars and practising certificate number. SSM provides a specimen layout for Section 58 and instructions through its portals.
• Evidence of eligibility such as the secretary’s SSM practising certificate details and membership or licence information, which the company should verify as part of due diligence. SSM’s guideline and e‑Secretary page explain the practising certificate regime and eligibility criteria.
• Consent to act from the incoming secretary using section 236(3). The companies commonly obtain a signed declaration by a person before appointment as secretary and keep it with the minute book. This supports Section 58 of lodgement and internal records.

A note on “Form 49” vs “Section 58”

Practitioners sometimes refer to “Form 49” out of habit. Under the Companies Act 1965, the regulator used numbered forms. Since the Companies Act 2016 came into force, those legacy forms have been replaced with e‑forms named after statutory sections. What used to be described as “Form 49” is now an electronic “Section 58” notification filed through MyCoID.

Conclusion

Appointing a company secretary in Malaysia is a straightforward process once the statutory criteria are understood. The board identifies a qualified individual with a current SSM practising certificate, passes a resolution with a clear effective date, and then lodges the Section 58 notification through MyCoID within the deadline. The appointee must be a person who ordinarily resides in Malaysia and is qualified under section 235.

Disqualification rules apply, and SSM actively regulates practising certificates under section 241 with an online system for applications and renewals. Following these steps keeps the company compliant and avoids avoidable offence exposure for the company and its directors.

How Acclime can help with company secretarial services

Acclime can act as the named company secretary in Malaysia, handling the end‑to‑end appointment process and ongoing compliance. The team verifies eligibility, prepares the board resolution, lodges Section 58 notification through MyCoID and sets up accurate statutory registers and minute books. After appointment, Acclime manages annual returns, monitors filing deadlines, advises on director and shareholder changes and keeps the company aligned with SSM guidance including practising certificate updates and any changes introduced by amendments to the Companies Act. This provides a practical, structured way to meet Malaysian regulatory expectations with clear communication and responsive support.