The Role of the Company Secretary Under the Companies Act 2016
By: Alex Nip, Corporate Secretarial Director
Every company must appoint a company secretary within thirty days of incorporation, and where the office falls vacant, the vacancy must be filled within a further thirty days. The appointee must be qualified: a natural person, at least eighteen years of age, a Malaysian citizen or permanent resident, and either licensed by the Companies Commission of Malaysia or a member of a prescribed professional body such as MAICSA, MIA, MICPA or the Malaysian Bar. A current practising certificate is a separate and continuing requirement, now carrying its own continuing professional education, AML/CFT and corporate liability training conditions.
A company operating without a properly qualified secretary is not merely disorganised. It is in breach.
The Companies Act 2016 treats the company secretary as an officer of the company. The compliance burden that follows from that designation should not be underestimated. The role is popularly regarded as clerical; in practice it is considerably more substantive, and where the Act imposes liability on the company and every officer in default, the secretary is exposed personally alongside the directors.
That status has a practical consequence beyond liability: where the authorities are unable to reach a company’s directors, the secretary is ordinarily the next point of contact.
i. Custody of the statutory records. The secretary maintains the statutory registers required to be kept at the registered office — members; directors, managers and secretaries; charges; and beneficial owners — together with the minute books that evidence how the company in fact reached its decisions.
ii. The records are the evidence. This appears clerical until the day it matters. A due diligence exercise, a banking facility, a shareholder dispute or a purchaser’s solicitors will go directly to these records. Where share transfers were never properly recorded, or the board never formally approved a borrowing, the deficiency surfaces at the worst possible moment and cannot be cured retrospectively without difficulty.
iii. Giving decisions legal effect. Board and shareholder decisions bind the company only if they are taken and recorded in the prescribed manner. The secretary drafts the resolutions, issues proper notice of meetings, and ensures that the majority, notice period and form appropriate to each resolution are observed.
iv. Lodgements and statutory reporting. Changes in directors, shareholdings, registered office and officers’ particulars must be notified to the Registrar within the prescribed periods. The secretary is also responsible for lodgement of the annual return, and for the circulation of the financial statements to the members of the company and their subsequent lodgement.
v. Advisory function. The secretary advises the board on meeting procedure, on the proper conduct of company business, and on corporate governance generally.
vi. Independence. The secretary sits between the company, its directors and its shareholders as an independent party. That position requires impartiality at all times and adherence to the Companies Act 2016 and to such guidelines as are issued from time to time by the Companies Commission of Malaysia and other relevant regulators.
The role has continued to widen. Company secretaries are treated as gatekeepers for anti-money laundering and counter-financing of terrorism purposes, with client due diligence obligations engaged at the point a new business is established in Malaysia and reporting obligations arising thereafter. This is reflected in the practising certificate regime itself, which has made AML/CFT training mandatory and requires secretaries appointed on or after 1 January 2026 to complete corporate liability training within a year of appointment.
Taken together, the functions and responsibilities carried by a company secretary now extend well beyond the boardroom.