What happens if my company secretary resigns or cannot be contacted?
The company must appoint a replacement quickly because the secretary's office cannot be vacant for more than 30 days. A secretary who resigns ceases 30 days after notice is lodged with SSM. Meanwhile, the directors remain responsible for filings and an offence is committed if the company has no qualified secretary.
Resignation (s.237). A secretary may resign by notice to the board, subject to the constitution or terms of appointment. The secretary ceases to hold office 30 days after the notice is lodged. If no director can be contacted at the last known address, the secretary may notify the Registrar directly of that fact and their intention to resign, and cease 30 days after that notice.
Vacancy limit (s.240). The office must not be left vacant for more than 30 days at any one time.
Offence (s.235(4)). The company and every director commit an offence if the company does not have a qualified secretary.
What directors should do
- Choose a licensed replacement straight away.
- Pass a board resolution and obtain written consent (s.236).
- Notify SSM within 14 days (s.58).
- Ask for the registers and filing history from the outgoing secretary.
- Review upcoming deadlines (annual return, financial statements, beneficial ownership changes) and lodge anything missed.
If the secretary has disappeared. Check SSM's register of secretaries for the status of their practising certificate, and keep records of attempts to reach them. The outgoing secretary remains liable for earlier acts or omissions (s.237(4)).
Legal basis
- Companies Act 2016, s.235(4)
- Companies Act 2016, s.237
- Companies Act 2016, s.240
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
- When must a company appoint its company secretary after incorporation?The first company secretary must be appointed within 30 days of the date of incorporation. After that, the office must not be left vacant for more than 30 days at any one time. The secretary must be qualified, consent in writing and be registered with SSM.
- 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.
- What is the penalty for lodging an annual return late in Malaysia?Late or missing annual returns are an offence for the company and every officer: a fine of up to RM50,000 on conviction, plus up to RM1,000 for each further day the offence continues. Failing to lodge for three or more consecutive years can also lead SSM to strike the company off.
- 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.