What Happens If You Don’t Have a Company Secretary in Malaysia? SSM Penalties Explained

Under Section 235 of the Companies Act 2016, every Sdn Bhd (private limited company) in Malaysia must have at least one qualified company secretary, and the board must appoint the first one within 30 days of incorporation (Section 236(2)). If your secretary later resigns or is removed, you have 30 days to fill the gap (Section 240). Getting this wrong is an offence: if convicted, the company can be fined up to RM50,000, and an individual up to RM50,000, up to three years in jail, or both (Section 588). Your filing deadlines with the Companies Commission of Malaysia (SSM) also keep running while the role is empty, so missed filings can bring separate penalties.

TL;DR

Every Sdn Bhd must have at least one qualified company secretary (Section 235). The first one must be appointed within 30 days of incorporation (Section 236(2)), and any later vacancy filled within 30 days (Section 240).
If convicted, the company can be fined up to RM50,000, and an individual up to RM50,000, up to three years in jail, or both (Section 588). These are the maximums a court can impose, not automatic fines.
The company and every director who breaks the rule commit an offence (Section 235(4)), and having a secretary does not take away directors’ own legal duties.
An empty secretary seat does not pause your Annual Return or Financial Statement deadlines, and missing them brings separate penalties (Sections 68 and 259).
To qualify, a secretary must belong to an approved professional body such as MAICSA, MIA or the Malaysian Bar, or hold an SSM licence, and in both cases register with SSM and hold a valid practising certificate (Sections 235(2) and 241).

About the Author:
Boss Boleh is a licensed company secretary platform that has incorporated and maintained compliance for thousands of Malaysian Sdn Bhd companies fully online, with more than 1,500 Google reviews at a 4.9-star average. This article draws on that day-to-day experience handling SSM filings, appointments, and compliance recovery for business owners across Malaysia.

Why does every Sdn Bhd need a company secretary in the first place?

A company secretary is an officer the law requires your Sdn Bhd to have. Under the Companies Act 2016, every company needs at least one qualified secretary (Section 235), and the board must appoint the first one within 30 days of incorporation (Section 236(2)).

In day-to-day terms, your secretary helps keep the company’s statutory registers up to date, prepares company resolutions, and coordinates SSM filings such as Annual Returns, Financial Statements and notices when directors or shareholders change. That keeps your records accurate and your compliance work on track.

But compliance is a shared job. Having a secretary does not remove the company’s or the directors’ own legal duties, and an empty secretary seat does not put filing deadlines on hold. If your secretary resigns or is removed, the vacancy must be filled within 30 days (Section 240).

What happens if you don’t appoint one within 30 days?

Missing that 30-day deadline breaks Section 236(2) of the Companies Act 2016. Here is what that can mean in practice:

The company risks prosecution and a fine. Not appointing a secretary is an offence (Section 236(4)). If convicted, the company can be fined up to RM50,000 under the Act’s general penalty (Section 588).
Directors can be personally accountable. The company and every director who breaks the secretary requirement commit an offence (Section 235(4)), and directors keep their own legal duties either way.
Your deadlines keep running. An empty secretary seat does not pause your Annual Return, Beneficial Owner (BO) reporting or Financial Statement obligations. Missing any of them is a separate breach with its own penalty.
Routine company work gets harder. Without a qualified secretary, preparing resolutions, keeping statutory records and coordinating filings can be delayed. A bank may also ask for documents certified by a company secretary when you apply for an account.

QUICK TAKE AWAY
Appoint your company secretary within 30 days to meet the legal requirement and keep your compliance work on track. Missing the deadline creates a risk of prosecution; it does not automatically freeze every filing or business activity.

How do late Annual Return and Financial Statement filings compound the problem?

A missing company secretary does not pause your company’s filing deadlines. An Annual Return must generally be lodged within 30 days of your incorporation anniversary (Section 68). For a private company, Financial Statements and reports must generally be lodged within 30 days after they are sent to members, unless an extension has been approved (Section 259).

Missing these deadlines creates separate breaches on top of not having a secretary, and the costs come in two kinds. First, late-lodgement penalties: SSM charges private companies RM50 to RM200 per document, depending on how late it is. Second, court fines, which apply only upon conviction: an Annual Return default can mean a fine of up to RM50,000 for the company and the officers responsible (Section 68), and not lodging Financial Statements can mean a fine of up to RM50,000 for the officer responsible, plus up to RM1,000 for each day it continues after conviction (Section 259).

Here’s an example: Say your company misses the 30-day deadline to appoint its first secretary and also misses its Annual Return deadline. These are separate breaches:

A late-lodgement penalty (RM50 to RM200) may apply when the Annual Return is finally lodged
The Annual Return default may expose the company and its officers to prosecution (Section 68)
The missed appointment may separately expose the company and its directors to prosecution (Sections 235(4) and 236(4))

These stack. They don’t replace each other. But the real risk is a pile of unresolved obligations, not an automatic bill for the maximum fines. Appointing a secretary promptly and clearing overdue filings stops one gap from turning into several.

Who qualifies as a company secretary in Malaysia?

A qualified company secretary must come through one of two routes (Section 235): membership of an approved professional body listed in the Act’s Fourth Schedule, such as MAICSA (Malaysian Institute of Chartered Secretaries and Administrators), MIA (Malaysian Institute of Accountants) or the Malaysian Bar, or a licence issued by SSM. Whichever route applies, the person must also register with SSM and hold a valid practising certificate (Section 241).

The appointee also needs to be an individual (not a company) aged at least 18, a Malaysian citizen or permanent resident, and ordinarily resident in Malaysia. Before the appointment, they must agree in writing and must not be disqualified (Section 238).

The same rules apply to foreign-owned Sdn Bhd companies. You can engage a corporate secretarial services firm, but the person formally appointed as your company secretary must be an eligible individual.

If you’re comparing providers, ask for the appointed secretary’s name, practising certificate number and its validity, and either their professional-body membership or SSM licence details. You can also check them on SSM’s List of Registered Secretaries.

Can you fix a lapsed company secretary appointment, and how fast?

Yes. If your company never appointed a secretary, or its previous secretary has left, the board should appoint a qualified person promptly. The first appointment is due within 30 days of incorporation (Section 236(2)), and the role cannot stay empty for more than 30 days at any one time (Section 240).

Before the appointment, the new secretary must agree in writing, meet the qualification requirements and not be disqualified. The appointment must then be notified to SSM within 14 days (Section 58).

If your current provider has stopped responding, first check whether that secretary still formally holds the role. Poor communication does not end an appointment on its own; a formal change may be needed.

Switching providers or making a fresh appointment can take more or less time depending on your company’s records, the incoming secretary’s checks and any handover needed. Some providers, Boss Boleh included, offer remote onboarding with eKYC (electronic Know Your Customer) checks and electronic signing, but that is how the service is delivered, not something the Act requires. And a new appointment fixes the vacancy, but it does not erase earlier breaches or overdue filings, so review your outstanding obligations at the same time.

What does this mean for other compliance thresholds?

A related but distinct question is whether audit exemption removes the need for a company secretary. It does not: they are two separate obligations.

Some private companies may qualify for audit exemption under Section 267(2) of the Companies Act 2016 and SSM’s criteria. That only decides whether your financial statements must be audited. It does not exempt you from appointing a company secretary, keeping proper accounting records, or preparing and lodging financial statements.

Every Sdn Bhd must have a qualified company secretary (Section 235), whatever its revenue, size or audit status. If your company does not qualify for audit exemption, it must also appoint an auditor and meet the audit and filing requirements.

Your company secretary can help you work out which requirements apply and coordinate SSM filings with your accountant and auditor, while directors stay responsible for their own legal duties.

Frequently Asked Questions

Do sole proprietors need a company secretary?

No. Sole proprietorships and conventional partnerships registered under a business name do not need a company secretary. The requirement applies to companies incorporated under the Companies Act 2016, both Sdn Bhd and Berhad.

Can a director act as their own company secretary?

Yes, if the director meets the qualification requirements, is registered with SSM and holds a valid practising certificate. The one limit is Section 242: where a document or action must be done by a director AND a secretary, one person cannot sign as both, so someone else has to fill the other role for that action.

What’s the very first thing to do if my company has no company secretary right now?

Appoint one immediately. The law gives you 30 days from incorporation, or 30 days from a vacancy, so you may already be late. Then review any overdue filings, such as your Annual Return, with your new secretary so both problems are fixed together.

Does a missing company secretary affect Beneficial Owner (BO) filings?

Yes, it can disrupt the work of keeping beneficial ownership records and lodging updates. But your company’s reporting obligations continue while the secretary seat is empty, so directors should make sure the required information is still collected, recorded and submitted.

How much does it cost to appoint a licensed company secretary in Malaysia?

Costs vary by provider and plan inclusions. Ask any prospective provider for a clear breakdown of what’s included, such as Annual Return filing or resolution drafting, before comparing prices.

Is it possible to be fined even if the lapse was accidental?

Yes. An honest administrative slip does not automatically excuse a missed appointment deadline. But a fine is not charged automatically when the deadline passes either: the fine in the Act applies only upon conviction. Fix the gap promptly and keep a record of what happened and how you resolved it.

ABOUT BOSS BOLEH
Boss Boleh is a licensed company secretary and business incorporation platform built for Malaysian entrepreneurs. Beyond company secretarial work, it also offers a one-stop compliance solution for entrepreneurs, including accounting, tax planning and tax filing services. If your Sdn Bhd has been left without a company secretary, our team can take on the appointment and bring overdue Annual Return and Beneficial Owner filings with SSM back on schedule, all online with digital signatures, eKYC and WhatsApp support. With over 1,500 Google reviews at a 4.9-star average, we help first-time business owners stay on the right side of SSM without stepping into an office.