What does a company secretary do for a Sdn Bhd?
A company secretary looks after the company's statutory compliance: keeping statutory registers, lodging forms with SSM on time, preparing notices and minutes of meetings, and advising directors on their Companies Act duties. They do not replace the directors, who remain responsible for the company.
The Act sets who may be a secretary (ss.235-241); the day-to-day role is practical compliance. Typically a secretary:
- Keeps the statutory registers such as the register of members and the register of directors, secretaries and managers (ss.50, 57), and the beneficial ownership register (s.60B).
- Lodges forms with SSM on time: annual return, changes of directors, shareholders, address and share allotments.
- Arranges meetings and resolutions: notices, written resolutions and minutes.
- Advises the board on Companies Act duties and deadlines.
- Signs or certifies certain documents; for example, an annual return is signed by a director or the secretary (s.68(5)).
What they do not do
- They do not run the business or take director liability away; directors remain responsible.
- They do not prepare your accounts, tax returns or audit. Those are separate services.
Because late filing is an offence for the company and its officers, choose a secretary who is responsive and holds a current SSM practising certificate.
Legal basis
- Companies Act 2016, s.50
- Companies Act 2016, s.57
- Companies Act 2016, s.68(5)
- Companies Act 2016, s.60B
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 beneficial ownership reporting for Malaysian companies?Since the Companies (Amendment) Act 2024 (in force 1 April 2024), every Malaysian company must identify the natural persons who ultimately own or control it, keep a beneficial owner register and notify SSM of the information and later changes. A beneficial owner can be someone with ultimate effective control, not only a shareholder.
- What statutory registers must a Malaysian company keep?At least a register of members, a register of directors, secretaries and managers, and a register of beneficial owners; companies that issue debentures also need a debenture register. Registers are usually kept at the registered office and must be updated promptly. The Act also expects records of meetings and financial records.
- Does a private company in Malaysia have to hold an AGM?No. The Companies Act 2016 requires only public companies to hold an annual general meeting, within six months of the financial year end. A private company does not need an AGM, but it must still circulate its financial statements to members within six months and lodge them with SSM.
- 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.