Start with the practising certificate. A company secretary in Malaysia must hold one from the Companies Commission of Malaysia (SSM), and without a valid certificate the person is disqualified from acting. Once that’s confirmed, compare what the provider actually does, who will handle your filings and how your records would be returned if you ever leave.
A low annual fee tells you little about any of this. The checks below focus on the points that are hard to fix after a missed deadline or a messy handover.
Key Takeaways
- Ask for the secretary’s name and a copy of the current SSM practising certificate, then check the validity dates and qualifying body or licence.
- “Licensed” has a specific legal meaning, but both licensed secretaries and members of approved bodies need a practising certificate.
- A practising certificate can’t be transferred or used by anyone else, so ask who actually lodges your documents.
- Get the scope, reminders and handover terms in writing before signing.
- Switching is manageable with planning: resignation normally takes effect after 30 days unless the constitution or terms of appointment say otherwise.
What does “licensed” mean for a company secretary?
In Malaysian law, a licensed secretary is someone licensed by SSM under section 20G of the Companies Commission of Malaysia Act 2001. That’s one of two professional routes. Section 235(2) of the Companies Act 2016 also accepts members of bodies listed in the Fourth Schedule (Companies Act 2016).
Since section 241 came into force on 15 March 2019, people on either route must also register with SSM and hold a practising certificate (SSM FAQ, 2025). So the useful question goes beyond “Are you licensed?” to “What is your qualifying licence or membership, and what is your practising certificate number?”
The 8 checks to make before you appoint
1. Confirm the practising certificate
Ask for a copy of the current certificate, showing its number and validity dates, for the person who’ll be named as your secretary. The number alone proves little, because it stays the same after renewal. SSM’s guidelines require secretaries to state the number when executing documents as a secretary, when lodging documents and in correspondence with the Registrar, so a provider should be able to give it readily (SSM Guidelines, 2025).
A first certificate lasts one year and a renewal up to three. An expired one matters: SSM’s FAQ says the holder is disqualified under section 238 of the Act, and section 238(3) makes it an offence for the secretary to keep acting without leave of the Court, and for any director who knowingly permits it.
2. Check the qualifying membership or licence
Ask which approved body or SSM licence supports the certificate. The approved bodies are MAICSA, the Malaysian Institute of Accountants, the Malaysian Bar, the Malaysian Association of Company Secretaries, MICPA, the Sabah Law Society and the Advocates Association of Sarawak. A suspended membership or licence can lead to a suspended certificate.
3. Ask who will lodge your documents
The 2025 guidelines prohibit a secretary from letting anyone else, including a third party, use the practising certificate number for transactions or online submissions on the secretary’s behalf. The certificate also can’t be transferred, assigned or used by anyone else.
Support staff can still do useful work, but you should understand the arrangement. Ask who prepares your filings, who reviews them and who submits them. A provider that can’t answer clearly hasn’t earned your confidence on this point.
4. Ask about ongoing professional training
Renewal generally requires 20 hours of Continuing Professional Education (CPE) for a one-year certificate, 40 for two years and 60 for three. Secretaries must also complete specific anti-money laundering training, generally within three years from 1 January 2026 or from their first certificate, whichever is later, unless they attended qualifying training in the two years before that date.
It’s a fair question for any provider, particularly after the 2024 beneficial ownership amendments and SSM’s October 2025 guidelines.
5. Compare the scope line by line
Two quotes can describe very different services. Ask each provider to state whether these are included in the fee or charged separately:
- Annual return preparation and lodgement
- Beneficial ownership records and updates
- Updates to director, shareholder and registered office records
- Board and shareholder resolutions and minutes
- Use of the provider’s address as a registered office
- Maintenance and safekeeping of statutory registers
- SSM fees and disbursements
Ask for the out-of-scope rates too. Share transfers, capital changes and extra board resolutions are the kinds of work worth pricing before you need them.
6. Test the reminder process
Ask how you’ll be told about upcoming deadlines, how far in advance, and who follows up if you don’t respond. Late filings can begin with the company failing to supply information, so a clear reminder process has real value. Ask for a sample compliance calendar if the provider has one.
7. Understand the client onboarding checks
Expect to supply identity documents and ownership information. Secretaries who act as formation agents, provide a registered office or arrange nominee roles have obligations as reporting institutions under Malaysia’s anti-money laundering law. A provider that skips these checks entirely should concern you more than one that asks too many questions.
8. Agree on exit terms before you need them
Check the notice period, any final fees and how long it’ll take to return your records. SSM’s guidelines refer to ensuring statutory documents and records are provided to the new secretary or company once the old secretary leaves office. Your contract should make the practical steps equally clear.
After these checks, shortlist licensed company secretarial services against the same written scope. The linked Great CFO page is one list to compare against, covering statutory filings, annual returns, statutory registers, meeting coordination and secretary handovers. Put the questions above to every provider you consider, including a request for each named secretary’s current certificate.
Red flags to watch for
Several warning signs justify a closer look before you sign:
- The provider won’t name the individual who will serve as your secretary.
- A practising certificate number isn’t offered, or its expiry date isn’t clear.
- The quote doesn’t say what’s excluded.
- Statutory records are described as inaccessible, or there’s no explanation of where they’re kept.
- Nobody asks about your directors, shareholders or beneficial owners.
- There’s no written engagement letter or defined notice period.
None of these automatically proves wrongdoing, but each is simple to clarify. A reasonable provider won’t object to the questions.
How do you change your company secretary?
You change your secretary by having the board appoint a replacement, with the outgoing secretary resigning by notice or being removed by the board, and then notifying SSM. The steps below follow the Companies Act and SSM’s Practice Note 4/2018 on resignations.
- Review the current terms. Section 239 lets the board remove a secretary in accordance with the terms of appointment or the constitution. Check notice periods and outstanding fees first.
- Line up the replacement. Get written consent and confirm the new person’s qualifications, as required under section 236(3).
- Pass the board resolution. The board appoints the new secretary and sets the terms under section 236(1).
- Manage the timing. A resigning secretary generally ceases to act 30 days after giving notice, unless the constitution or terms of appointment specify another period. The board can agree an earlier end with the secretary.
- Notify SSM. Section 58 requires notice within 14 days of a person becoming or ceasing to be a secretary.
- Collect your records. Reconcile the registers, minutes, constitution and other documents against a written checklist, and confirm any upcoming deadlines with your new secretary.
If your only secretary leaves, a replacement must be in place within 30 days of the office becoming vacant, under section 240. Appointing the new secretary first is the safer order, because it removes the risk of a gap. The old secretary also can’t lodge documents for the company after ceasing office, so don’t leave a pending filing unassigned.
Frequently Asked Questions
Is the cheapest company secretary a bad choice?
Not necessarily. A lower price can reflect a narrower scope, so compare the included work, separate charges and service standards before judging value. Use the same written list when comparing quotes.
Can my auditor also be my company secretary?
No. Section 264 bars a person from acting as a company’s auditor if they or their spouse are an officer of that company, and the Act’s definition of officer includes the secretary. The bar also reaches an auditor who is a partner, employer or employee of an officer. SSM’s FAQ separately says an audit firm can’t be entered as the company secretary office on a practising certificate application. If a firm connected to your auditor offers secretarial services, ask your auditor to confirm section 264 doesn’t apply.
Do I need board approval to change my company secretary?
Yes. Section 236(1) gives the appointment to the board, and section 239 gives the board the power of removal in line with the terms of appointment or the constitution. Record both decisions in a resolution or minutes.
What if my old company secretary won’t respond?
Check your contract, send a written request for the records and consider legal advice if the records aren’t returned. Appoint a replacement in the meantime so the 30-day vacancy limit doesn’t become a second problem.
This article is general information based on the Companies Act 2016 (SSM’s online text updated to 1 August 2022, which predates later amendments such as the 2024 beneficial ownership changes) and SSM guidance dated up to October 2025. It isn’t legal advice. Confirm how the rules apply to your company with a qualified adviser.
