In Malaysia, a licensed company secretary files annual documents with Suruhanjaya Syarikat Malaysia (SSM), the Companies Commission of Malaysia, using the Malaysian Business Reporting System (MBRS). Every Sdn Bhd in Malaysia must have a licensed company secretary, and that person answers for the company's yearly filings with SSM, even when someone else keys in the forms. For a local company, the appointed secretary lodges the annual return and financial statements through SSM's MBRS system, while a foreign company's agent lodges them on its behalf.
The directors are responsible for preparing the financial statements, while the company and its officers are responsible for timely lodgement; the secretary may assist. Answering for the filings does not make the secretary solely responsible for meeting the deadlines; the company and its officers remain responsible for timely lodgement. That raises an immediate question for overseas founders. Can you appoint just any Malaysian, or does the law restrict your choice?
The short answer is no. Section 235 of the Companies Act 2016 sets out who may act as a secretary. Under section 241, they must also be registered with the Registrar before they can take on the role. The criteria cover age, citizenship, professional standing and a periodically renewed practising certificate.
Appointing the wrong person is not a technicality. Lodgements signed by a secretary without a valid practising certificate risk rejection at SSM. The company can then fall behind on its annual return, which complicates banking, work passes and future due diligence. In this blog, we discuss who qualifies as a licensed company secretary in Malaysia, when a foreign founder may self-appoint, how to verify a practising certificate, and the annual lodgements your secretary must make.
Table of Contents
Who Can Legally Act as a Licensed Company Secretary in Malaysia?
Anyone you appoint for the first time must meet four conditions at once, set out in section 235 of the Companies Act 2016. The table below lists each one and how to check it.
Miss any one of them and the appointment cannot lawfully go ahead. Section 241 then adds registration with the Registrar and a current practising certificate before the person starts acting for your company (see SSM's practising certificate guidelines, updated 22 October 2025).
If you are unsure about any criterion, contact us before appointing anyone.
1. A Natural Person, Not a Firm
Only an individual can hold the post; a company cannot be appointed as secretary. When you outsource to a corporate services provider, ask which named individual will be appointed. That individual, not the firm, is appointed as your company secretary. In a local Sdn Bhd it is the appointed secretary who submits the yearly return and accounts on MBRS; for a foreign company, its agent handles that submission.
2. A Malaysian Citizen or Permanent Resident
For a new appointment, citizenship or permanent resident status, plus an ordinary residence in Malaysia, is required. Living in Malaysia as a citizen or permanent resident meets this test. A foreigner on an employment pass or a long-term residence programme generally cannot. This is the rule that stops most foreign founders from appointing themselves.
3. Licensed by SSM or a Member of an Approved Body
The last condition is professional standing: an SSM licence under section 20G of the Companies Commission of Malaysia Act 2001, or membership of one of the seven bodies listed in the Fourth Schedule to the Companies Act 2016. The second table in this section groups those bodies by profession.
Qualification Criteria Under Section 235 of the Companies Act 2016
| Requirement | What It Means | How to Verify |
|---|---|---|
| Natural person | A firm cannot be appointed; a named individual takes the role | Ask which individual will be appointed |
| Age 18 or above | Must be at least eighteen years old | Check identity document |
| Citizen or permanent resident (new appointments) | Foreigners on passes do not qualify for new appointments | Confirm citizenship or PR status |
| Licence or professional membership | SSM licence under section 20G CCMA 2001, or Fourth Schedule body membership | Request the practising certificate number |
| Practising certificate | On the Registrar's list (section 241) before taking office | Confirm the certificate is current with SSM |
Routes to Professional Standing for a Company Secretary
| Route | Who it covers |
|---|---|
| SSM licence | Licence under section 20G, Companies Commission of Malaysia Act 2001 |
| Secretarial body | MAICSA, MACS |
| Accounting body | MIA, MICPA |
| Legal body | Malaysian Bar, Sabah Law Society, Advocates Association of Sarawak |
Why Can a Foreign Founder Not Be Their Own Company Secretary?
A foreign founder who is neither a Malaysian citizen nor a permanent resident cannot accept a new appointment as company secretary, although SSM recognises a limited exception for certain appointments made before 31 January 2017.
Many founders encounter this rule late in the incorporation process. Malaysia welcomes foreign ownership of Sdn Bhd companies, and the secretary's office is one of the few positions reserved for locals. The reason is accountability. The secretary is the person SSM looks to for the company's statutory filings and records.
1. You Can Still Be a Director and Shareholder
Malaysian law does not stop a foreigner from being a shareholder or director of a Sdn Bhd, subject to any sector-specific equity conditions. You can incorporate the company, hold shares and sit on the board. You cannot accept a new appointment as secretary unless you are a citizen or permanent resident. Note that every Sdn Bhd must also have at least one director who ordinarily resides in Malaysia.
2. The Narrow Exception for Pre-2017 Appointments
SSM's guidelines recognise one historical exception. A person who is neither a Malaysian citizen nor a permanent resident and was appointed as secretary before 31 January 2017 may apply for a practising certificate to continue serving the companies to which they were appointed before that date, subject to SSM's conditions. That person cannot accept new appointments. For a company you are incorporating today, this route does not exist.
3. Foreign Company Branches Have a Different Requirement
A foreign company registering a branch in Malaysia must appoint an agent in Malaysia under section 563, rather than meet the local company's secretary appointment requirement. Its annual return deadline runs from the anniversary of its registration date rather than its incorporation date.
How Do You Verify a Licensed Company Secretary Before Appointing Them?
Verify three things before engaging anyone: the practising certificate number, current registration with SSM, and — as a practical check rather than a separate legal requirement — a complete renewal history.
The verification takes minutes and prevents months of trouble. SSM's Corporate Registry System, accessed through SSM4U, has replaced e-Secretary for company secretary registration and practising certificate services. Ask the candidate to show you a current certificate. To check independently, register as an SSM Search user and search by practising certificate number or other criteria. Purchase the Company Secretary Information Data and compare its qualification, certificate number and certificate status with the candidate's details. Contact SSM if anything is unclear. Work through the four steps below in order, and keep a copy of what you checked. For help with an appointment, contact us.
Step 1: Ask for the Practising Certificate Number
Every registered secretary is given a practising certificate by SSM. It is valid for one year from issuance and may be renewed for up to three years. A genuine professional will share the certificate number without hesitation.
Step 2: Check Registration and Certificate
SSM's Corporate Registry System, accessed through SSM4U, handles company secretary registration and practising certificate services. If a candidate cannot point to a certificate traceable through that system, treat it as a warning sign.
Step 3: Check Renewal and CPE Compliance
Under SSM's practising certificate guidelines, a secretary renews at least thirty days before expiry, completes the CPE hours shown in the fees table within the certificate's validity, and must have been named secretary of at least one company in that period; a certificate lapsed for more than twelve months means applying afresh.
Step 4: Paper the Appointment Properly
Record the appointment in a directors' resolution, update the statutory registers and notify SSM of the change. A clean paper trail protects you if the appointment is ever questioned. If you would like a second opinion before signing, contact us and we will review the appointment papers.
SSM Practising Certificate Fees and CPE Hours (Currently Published Schedule)
| Certificate Period | SSM Fee (RM) | Minimum CPE Hours |
|---|---|---|
| First application, one year | 100.00 | 20 |
| Renewal, one year | 100.00 | 20 |
| Renewal, two years | 200.00 | 40 (cumulative) |
| Renewal, three years | 300.00 | 60 (cumulative) |
What Must Your Company Secretary Lodge with SSM Each Year?
Two lodgements anchor the compliance year: annual returns and financial statements. The directors are responsible for preparing the financial statements, and the secretary may assist; the company and its officers are responsible for timely lodgement. Both go in on MBRS, submitted by the appointed secretary for a local Sdn Bhd or by the agent for a foreign company.
These obligations continue for as long as the company exists. Falling behind is the fastest way for a young Sdn Bhd to lose good standing with SSM. Banks, immigration authorities and investors all check that standing.
1. The Annual Return
Each year, the annual return records your company's key particulars: business activities, registered office, business location, directors, secretary and members with their shareholdings. A local company files it no later than 30 days after its incorporation anniversary. A foreign company uses its registration anniversary as the trigger instead.
2. Financial Statements and Reports
A private company must lodge its financial statements and reports within thirty days of circulating them to members. A public company counts thirty days from its annual general meeting (AGM). Your secretary tracks both dates and prepares the lodgement.
3. Changes and Other Notifications
Beyond the annual cycle, your secretary notifies SSM of changes to directors, shareholders and the registered office. The same office maintains the statutory registers the company must keep current.
Annual Lodgement Deadlines Under the Companies Act 2016
| Lodgement | Private Company Deadline | Who May Lodge |
|---|---|---|
| Annual return | Within 30 days of the anniversary of incorporation | Appointed licensed secretary, via MBRS |
| Annual return (foreign company) | Within 30 days of the anniversary of registration | Appointed company's agent, via MBRS |
| Financial statements and reports | Within 30 days of circulation to members | Appointed licensed secretary, via MBRS |
| Financial statements and reports (public company) | Within 30 days of the AGM | Appointed licensed secretary, via MBRS |
Conclusion
The rules are clear. For a new appointment, choose someone who lives in Malaysia as a citizen or permanent resident, holds an SSM licence or membership of an approved professional body, and has a practising certificate that is still current. A foreign founder can own and direct the company and may also hold this office if they are a Malaysian permanent resident and meet the other requirements.
At Malaysia Secretary, we provide company secretarial services. A named licensed individual — not the firm — is appointed as secretary for Sdn Bhd companies, including those owned and run by foreign founders. We maintain statutory registers, prepare resolutions and lodge annual returns and financial statements within the Companies Act 2016 deadlines.
If you are incorporating a company or reviewing your current arrangement, we are glad to review your statutory position and outline what your company needs.
Need a Qualified Company Secretary for Your Sdn Bhd?
Speak with our team about appointing a secretary who meets every requirement in the Companies Act 2016 and SSM's registration rules.
Frequently Asked Questions
A foreign permanent resident may qualify for a new appointment if they ordinarily reside in Malaysia and meet the other requirements, including professional standing, registration and a practising certificate. Section 235 of the Companies Act 2016 limits the office to Malaysian citizens and permanent residents, apart from a narrow exception for appointments made before 31 January 2017.
Yes. Foreigners may own shares and serve as directors, subject to any sector-specific equity conditions. New appointments as secretary are reserved for citizens and permanent residents.
One year from issuance. A renewal can run for one, two or three years, and SSM needs the application thirty or more days before expiry.
SSM currently charges RM100 for a one-year application or renewal through its Corporate Registry System, accessed via SSM4U. Two-year and three-year renewals cost RM200 and RM300 respectively.
At least one at all times. The company must fill any vacancy promptly so that lodgements and notifications to SSM continue without interruption.
Malaysia Secretary
Author
Malaysia Secretary is a Malaysian corporate services provider that supports Sdn Bhd companies and SMEs with company secretarial matters, from appointing a qualified company secretary to keeping statutory records and SSM filings in order.