Changing your company secretary in Malaysia is a common yet crucial process for maintaining proper corporate governance. Whether due to non-performance, a change in service requirements, or cost considerations, it is important to ensure that the transition is handled in accordance with the Companies Act 2016 and relevant guidelines issued by the Companies Commission of Malaysia (SSM).
This article provides a detailed explanation of the process, legal requirements, documents needed, and key considerations when changing your company secretary.
Why You May Need to Change Your Company Secretary
There are several reasons a company may decide to replace its company secretary, including:
- Inefficient communication or delayed filings
- High professional fees without added value
- Lack of proactive compliance support
- The need for more advanced corporate governance services
- Relocation or changes in company structure
Regardless of the reason, the company must follow the legal process to ensure the change is valid and compliant.
Legal Requirements to Appoint a New Company Secretary
According to the Companies Act 2016 (Section 235), a company secretary must:
- Be a natural person aged 18 years and above;
- Be a Malaysian citizen or permanent resident residing in Malaysia;
- Be either:
- A member of a prescribed professional body (e.g. MAICSA, MIA, MICPA, Malaysian Bar); or
- Licensed by the Companies Commission of Malaysia (SSM) under Section 20G of the Companies Commission of Malaysia Act 2001;
Not be an undischarged bankrupt or convicted of any offence involving fraud or dishonesty.
Step-by-Step Process to Change a Company Secretary
1. Board Resolution
The Board of Directors must pass a resolution to:
- Accept the resignation or terminate the appointment of the existing company secretary; and
- Appoint a new qualified company secretary.
This resolution must be documented and signed in accordance with the company’s constitution or standard procedures.
2. Obtain Consent from the New Company Secretary
Before the appointment is made official, the new company secretary must provide written consent to accept the role. This declaration will accompany the necessary forms to be lodged with SSM.
3. Prepare and Lodge Required Documents
The company (or the outgoing company secretary) must file a notification with the Companies Commission of Malaysia (SSM) using the Lodgement of Change in the Register of Directors, Managers and Secretaries (Section 58).
The following documents are typically required:
- Board resolution(s)
- Resignation letter from the outgoing secretary
- Appointment letter and consent form of the new secretary
- Identification documents (NRIC copy or equivalent)
- Updated company register and secretarial records
4. Submission to SSM
The relevant documents must be submitted via the MyCoID system (for online filing) or manually at SSM counters. The change must be notified to SSM within 14 days from the date of resignation or termination.
Failure to do so may result in penalties as per Section 58 of the Companies Act 2016.
5. Ensure No Vacancy Beyond Legal Limit
A company must ensure that the position of the company secretary is not vacant for more than 30 days. Non-compliance may lead to fines of up to RM 50,000 for each officer in default.
6. Handover of Statutory Records
The outgoing company secretary must transfer all statutory documents, registers, and the company seal (if any) to the newly appointed company secretary. This ensures a smooth continuation of the company’s statutory compliance and governance.
Post-Change Responsibilities
Once the new company secretary is appointed, the following actions may be required:
- Updating the company’s letterhead and statutory documents
- Informing stakeholders such as banks, auditors, and business partners
- Filing any outstanding annual returns or updates to reflect the new secretary’s credentials
Reviewing the company’s corporate governance practices under the new secretary’s guidance
Fees and Professional Costs
Changing a company secretary typically involves:
- Professional service fees charged by the new secretary (varies by firm)
- SSM lodgement fee (usually RM20–RM100 depending on the mode of filing)
- Any penalties for late submission, if applicable
Some company secretarial firms offer packages that include resignation filing, new appointment, and records updating at a fixed cost.
Best Practices
To ensure a smooth transition:
- Conduct due diligence before appointing a new secretary;
- Ensure there is no overlap or vacancy period between the outgoing and incoming secretaries;
- Request a full handover checklist from the outgoing secretary;
- Store digital and physical copies of statutory records securely.
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