What Should Be in Your Company Secretary Service Agreement Before You Sign

A company secretary service agreement should clearly state five things before you sign: who is the named individual being appointed (not just the firm), their qualification route and practising certificate details, exactly what is included in the scope of work, how fees and termination work, and who is liable if something goes wrong. If any of these five are missing or vague, you are signing a contract you cannot fully evaluate. Every Sdn Bhd in Malaysia is legally required to appoint a qualified company secretary under Section 235 of the Companies Act 2016, so this is not an optional vendor contract. It is a statutory relationship, and the agreement should read like one.

TL;DR

The agreement must name a specific individual, not just a company, because Section 235 requires the secretary to be a natural person who is Malaysian or a permanent resident.
Check the secretary’s qualification route (professional body membership or SSM licence) and ask for their practising certificate number.
Scope should spell out exactly which filings, resolutions and document types are included versus billed separately.
Termination and handover terms matter more than people think, because a vacant secretary position must be filled within 30 days under Section 240.
Confidentiality, data protection and liability clauses protect you if your statutory records are mishandled.

Why does the individual named in the agreement matter more than the firm?

Because the law does not appoint a company, it appoints a person. Section 235 of the Companies Act 2016 requires every company to have at least one qualified company secretary, and that secretary must be an individual, never a corporate entity. This is the single most overlooked detail in service agreements. A business owner signs with a firm, assumes the firm is “the secretary,” and never checks who is actually named with SSM (Suruhanjaya Syarikat Malaysia, the Companies Commission of Malaysia) as the appointed person.

Before signing, ask the provider to confirm in writing who the appointed individual will be. You are entitled to see:

The secretary’s full name as it will appear on SSM’s register
Their practising certificate number and its validity period
Whether they qualify through membership of a professional body listed in the Fourth Schedule (such as MAICSA, MIA or the Malaysian Bar) or through an SSM licence (Section 235)

Either qualification route is valid, but on both routes the person must also be registered with SSM and hold a valid practising certificate (Section 241). You can cross-check the named individual against SSM’s List of Registered Secretaries. If a provider cannot or will not name the individual before you sign, treat that as a warning sign, not a formality.

What should the scope of services actually spell out?

Building on the identity check above, the next question is what that person (and the firm supporting them) is actually contracted to do. A vague scope clause like “provide company secretarial services” tells you nothing about what happens when you need a resolution drafted or a filing lodged. A proper scope section should itemise:

Statutory filings included: Annual Return submission (Section 68), Beneficial Owner (BO) submission to SSM, and lodgement of changes to company particulars, generally within 14 days of a change.
Resolutions covered: standard corporate resolutions such as director changes, share allotments, bank account opening or closure, auditor changes, and address changes. Some plans include these as unlimited, others cap the number or charge per resolution.
Document handling: whether certified true copies (CTC) of statutory forms and identification documents are included or billed as extras.
What is explicitly excluded: most company secretary agreements do not cover tax filing, audit, or bookkeeping. Owners still need to separately appoint an auditor and file audited (or exempted) financial statements, and engage a tax agent for Form C and related submissions.

Boss Boleh structures this through Basic and Ultimate subscription plans, with standard resolutions included and unlimited on the higher tier, so owners can see upfront what is covered rather than discovering gaps later. Owners are also free to keep their own external auditor or tax agent; the company secretary service does not require bundling those functions together.

How should fees and payment terms be written to avoid surprises?

A related but distinct question is cost structure, because scope and fees are two sides of the same clause. The agreement should state whether pricing is a flat annual subscription or billed per task, and whether government filing fees (paid to SSM) are included or passed through separately. It should also state what happens with price changes at renewal, since a one-year contract that silently increases on renewal creates disputes nobody wants.

A good test: can you calculate, from the agreement alone, what you will pay in year one and what happens in year two? If the answer requires a phone call, the fee clause needs more detail.

What happens if you want to terminate or switch providers?

This is where many business owners get caught out, because the Companies Act does not pause while you’re mid-dispute with a provider. Section 240 requires that the company secretary position not stay vacant for more than 30 days at any one time. If your current secretary resigns, is removed, or you decide to switch providers, a replacement must be appointed within that window.

A well-written agreement should cover:

Notice period required from either side to terminate
Handover process: how statutory registers, minute books and filing records are transferred to the new secretary
Timing: whether the outgoing provider commits to a handover that fits within the 30-day replacement window

Keep in mind that a provider going quiet or becoming unresponsive does not automatically end their appointment. A formal resignation or removal is still needed, and the company remains responsible for arranging the replacement and ensuring filings are not left overdue. Deadlines for Annual Return and BO submissions keep running regardless of whether your secretary seat is filled, so a slow handover is a real operational risk, not just an inconvenience.

What liability and confidentiality clauses should you look for?

Stepping back from process, the final piece is what protects you if something goes wrong. Your company secretary will hold sensitive information: shareholder details, director identification documents, bank resolutions, and beneficial ownership data. Industry-standard agreements for company secretary services in Malaysia typically include:

A confidentiality clause covering how your company’s records are stored and who can access them
A data protection clause referencing the Personal Data Protection Act (PDPA), since director and shareholder personal information is being processed
A limitation of liability clause, and ideally confirmation the provider carries professional indemnity insurance

Remember that appointing a company secretary does not transfer your own statutory duties as a director. The secretary supports your statutory registers, resolutions and SSM filings, but the company and its directors remain responsible for compliance. A contract cannot outsource that responsibility, only the administrative work behind it.

Frequently Asked Questions

Can a foreigner sign a company secretary agreement with a Malaysian firm?

Yes. Foreign-owned Sdn Bhd companies can engage a corporate secretarial firm, but the individual formally appointed as secretary must still be an eligible person under Section 235, meaning a Malaysian citizen or permanent resident ordinarily resident in Malaysia.

Can my company director also be the company secretary?

Yes, a director can act as company secretary if they meet the qualification requirements, are registered with SSM and hold a valid practising certificate. Section 242 only restricts one person from acting in both capacities for actions that legally require a director and a secretary to act separately.

What happens if my company doesn’t appoint a secretary in time?

The board must appoint the first secretary within 30 days of incorporation (Section 236). Non-compliance is an offence (Section 236), and both the company and directors who contravene the requirement can face a fine of up to RM50,000 upon conviction, with individuals also facing possible imprisonment of up to three years, or both, under the general penalty provision (Section 588).

Does a vacant secretary position stop my Annual Return filing?

No. A vacant position does not pause Annual Return, BO reporting, or Financial Statement deadlines. The company’s obligations continue, and directors should make sure information keeps being collected and submitted while a replacement is arranged.

Should the agreement mention audit services?

A company secretary agreement should not describe the provider as performing your audit. Audit exemption eligibility (Section 267) only affects whether your financial statements need auditing, not whether you need a secretary. You will still separately appoint an auditor if required, or file Unaudited Financial Statements if exempt.

How do I verify a company secretary is properly qualified before signing?

Check the individual’s name against SSM’s List of Registered Secretaries, and ask directly for their practising certificate number, validity, and whether they qualify via professional body membership or an SSM licence.

ABOUT BOSS BOLEH
Boss Boleh is a licensed company secretary and online incorporation platform built for first-time Sdn Bhd owners. Beyond company secretarial work, it also offers a one-stop compliance solution for entrepreneurs, including accounting, tax planning and tax filing services. The platform helps you spell out exactly what resolutions and SSM filings are included before signing, with unlimited resolutions on the higher subscription tier, so you can see what’s covered whether you’re incorporating fresh or switching from an existing provider. With over 1,500 Google reviews at a 4.9-star average, Boss Boleh supports clients fully online, including Malaysians living overseas.