Can I act as my own company secretary or be both director and secretary?
Only if you personally meet the secretary qualifications: a licensed or professionally qualified, SSM-registered Malaysian citizen or permanent resident. Most owners do not. Even if qualified, you cannot act in both capacities where a document needs both a director and a secretary to act.
Being a director does not by itself qualify you as a secretary.
Qualification test (s.235)
- natural person, 18 or older, Malaysian citizen or permanent resident living in Malaysia; and
- either a member of a prescribed professional body, or licensed by SSM; and
- registered with SSM and holding a practising certificate (s.241).
An ordinary owner without these credentials cannot take the role.
Dual capacity (s.242)
Even a qualified person is prohibited from acting in a dual capacity as both a director and a secretary where something must be done by both a director and a secretary. A common example is a document needing signatures from "a director and the secretary".
Practical outcome
Most small companies appoint an external licensed secretary. The sole director then signs as director and the secretary signs separately, which keeps the company compliant.
Offences under s.235(4) apply to the company and every director if the company lacks a qualified secretary.
Legal basis
- Companies Act 2016, s.235
- Companies Act 2016, s.241
- Companies Act 2016, s.242
Sources
Applies to 2026 · Last reviewed 29 October 2026
General information for business owners, not legal, tax or professional advice. Rules change, so check the sources or ask a licensed professional before you act.
Related questions
- What business structure should I choose in Malaysia: sole proprietorship, partnership, LLP or Sdn Bhd?Pick based on liability, who owns it and how credible you need to look. A sole proprietorship or partnership is cheapest but the owners are personally liable; an LLP or a Sdn Bhd gives a separate legal entity. A Sdn Bhd is the usual choice once you hire staff, sign larger contracts or bring in investors.
- What is the difference between a sole proprietorship and a Sdn Bhd in Malaysia?A sole proprietorship is not a separate legal person, so you are personally liable for all business debts. A Sdn Bhd is its own legal person and shareholders are generally liable only for unpaid share capital. A Sdn Bhd costs more to set up and carries more yearly filing duties.
- What is an LLP in Malaysia and how is it different from a Sdn Bhd?A limited liability partnership (LLP) is a body corporate registered under the LLP Act 2012. It needs at least two partners (a shortfall is allowed for six months) and a compliance officer who is a Malaysian citizen or permanent resident living in Malaysia. It runs on a partnership agreement, not a board. A Sdn Bhd has directors, shares and heavier governance under the Companies Act 2016.
- What is the difference between Sdn Bhd and Bhd in Malaysia?Sdn Bhd (Sendirian Berhad) is a private company limited by shares; Bhd (Berhad) is a public company. A private company needs one director, has at most 50 shareholders and cannot offer shares to the public. A public company needs at least two directors and may offer shares to the public.
- Can one person be the only director and shareholder of a Sdn Bhd?Yes. A company needs at least one member and one director, and one person can be both. A private company must have at least one director who ordinarily lives in Malaysia. You still need a licensed company secretary, and you cannot act as both director and secretary where the law needs both.