Changing a company secretary in Malaysia follows a clear legal process under the Companies Act 2016. If you get the steps wrong or miss a deadline, your company could face serious penalties. Whether your current secretary resigned or you simply need more proactive support, this guide explains exactly how to change company secretary in Malaysia and the strict timelines you must follow for a smooth transition.

Why Companies Change Their Secretary

The board of directors holds the full authority to make a change at any time. Common reasons include:

• Dissatisfaction with responsiveness or performance.

• High or non-transparent professional fees.

• A need for expert governance advice.

• The existing secretary has issued a notice of resignation.

Step 1: The Board Must Pass a Resolution

To begin the process of how to change company secretary in Malaysia, the board of directors must pass a formal Board Resolution. This document officially records the cessation of the current secretary and the appointment of the new, qualified secretary. It is best practice to perform both actions in the same meeting to avoid a vacancy.

Step 2: Appoint a Qualified Replacement

Before removing the current secretary, you must ensure your new candidate is qualified under Section 235 of the Act (e.g., licensed by SSM or a member of a professional body like MAICSA). The new appointee must confirm their written consent to act as the company secretary before the filing is made.

Step 3: Never Exceed the 30-Day Vacancy Limit

A critical rule in how to change company secretary in Malaysia is the 30-day vacancy limit. Under Section 235, the office of a company secretary cannot stay vacant for more than 30 days.

The Risk: If the position remains empty longer than 30 days, the company and every director commit an offense and can be liable to a fine of up to RM50,000.

Step 4: File the Section 58 Notice with SSM

Under Section 58 of the Companies Act 2016, you must notify the Companies Commission of Malaysia (SSM) within 14 days from the date of change. Your new secretary will usually handle this filing via the official MyCoID portal. This is a core part of director duties in Malaysia to ensure all statutory filings are up to date.

Step 5: Transfer of Statutory Records

The outgoing secretary has a legal duty to hand over all statutory records. This ensures your new provider has a full picture of the company’s history. These records typically include the Register of Members, Minute Books, and the Company Seal.

What Does the Whole Process Cost?

The total cost to change your company secretary comes from two separate parts.

• Government Fee: You must pay a small fee to SSM for filing the Section 58 notification. This fee is generally around RM30.

• Professional Fee: This is the fee your new company secretary charges for handling the entire process. It covers preparing the resolution, filing the forms, and managing the document handover. This fee varies between firms but is usually a one-time charge, often ranging from RM300 to RM800.

Some firms may even waive this fee if you sign up for their ongoing monthly or yearly secretarial services.

A Quick Summary of the Timeline

• Day 0: The board holds a meeting. The current secretary leaves, and the new secretary starts immediately.

• Day 0 to 30: The position must not stay empty. Ensure the new secretary is in place on day one.

• Day 0 to 14: File the Section 58 notice with SSM.

• After Appointment: The new secretary takes control of all statutory records.

Conclusion

Changing your company secretary does not need to be a difficult task. By following this clear process and respecting the legal timelines, you can keep your company compliant and avoid unnecessary fines. The key is to plan the handover carefully, ensuring a new, qualified secretary is ready to take over without any delay.

At Consistant Info Sdn Bhd, we make corporate compliance simple and stress-free. If you need a new, highly professional company secretary or just want help with a smooth transition, our team is ready to assist. We handle every step, from the board resolution to the SSM filing, accurately and on time.

Ready to make a change or need expert advice? Contact us today at +60 11-2611 1773 to discuss your company secretarial needs.