How do I change directors of a Sdn Bhd and what is the deadline?
Pass a board or members' resolution, get the new director's written consent, update your register, and notify SSM within 14 days of the appointment or resignation. Late notice is an offence. A director cannot resign if that would leave the company below its minimum or without a resident director.
Appointing a director
- The new director signs a consent to act (s.201: nobody can be appointed without consent).
- The company approves the appointment in line with its constitution or the Act's defaults.
- Update the register of directors (s.57).
- Lodge notice with SSM within 14 days (s.58(1)), with the consent and the director's particulars (s.58(3)).
When a director leaves. Notify SSM within 14 days after the person ceases to be a director (s.58(1)(c)). A change in a director's name, residential address or service address also needs notice within 14 days (s.58(1)(b)).
Limits on resigning. A resignation is ineffective if it would reduce directors below the minimum (one for a private company) (s.196(3)). The minimum also must include a Malaysian-resident director.
Eligibility. Directors must be natural persons aged 18 or over, and not disqualified (s.198).
Penalty. Late notice is an offence: fine up to RM50,000 plus up to RM500 a day for continuing offences (s.58(4)).
Also update bank mandates and, if the person was a beneficial owner, the beneficial ownership register.
Legal basis
- Companies Act 2016, s.58
- Companies Act 2016, s.196
- Companies Act 2016, s.198
- Companies Act 2016, s.201
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 is the deadline to lodge beneficial ownership information with SSM?Changes to the beneficial owner register must be lodged with SSM through e-BOS within 14 days of being recorded (s.60B(3) and (4)). SSM gave companies until 30 September 2024 to lodge their first information without the 14-day limit or late charges. That window has closed, and lodging carries no SSM fee.
- When is the annual return due for a Sdn Bhd in Malaysia?A company must lodge its annual return with SSM within 30 days from the anniversary of its incorporation date, every calendar year. It does not apply in the calendar year the company is incorporated. The return is signed by a director or secretary.
- When must a private company lodge its financial statements with SSM?A private company must circulate its financial statements to members within six months of its financial year end, then lodge them with SSM within 30 days of circulation. Late lodgement is an offence with a fine of up to RM50,000 plus daily fines. Whether an audit is needed is a separate question.
- How do I change my company's registered office address and what is the deadline?Notify SSM of the new registered office address within 14 days of the change. The new address must be in Malaysia and open to the public during ordinary business hours. Failing to notify is an offence with a fine of up to RM50,000. Also update your registers and tax and licence records.
- How do I notify SSM when shareholders change in a Sdn Bhd?Update the register of members and notify SSM within 14 days of any change of shareholder, including when someone becomes or stops being a shareholder. Share transfers also need stamping, and beneficial ownership information may need updating. Late notice is an offence.