A company secretary (often called “CoSec”) is a key officer in a company responsible for ensuring that the business complies with legal and regulatory requirements. In Malaysia, this role is mandatory for most companies under the Companies Act 2016.
While many people assume a company secretary is just an administrative role, in reality, they play a crucial part in corporate governance, compliance, and company administration.
Legal Requirement in Malaysia
Under the Companies Act 2016, every company in Malaysia must appoint at least one company secretary who is:
- A member of a prescribed professional body (e.g., MIA, MAICSA, MACS), or
- Licensed by the Companies Commission of Malaysia (SSM)
The company secretary must be appointed within 30 days of incorporation.
Who is a Company Secretary?
A company secretary is a qualified corporate professional responsible for ensuring the company complies with statutory obligations and maintains proper governance practices.
They act as a bridge between the company, its directors, shareholders, and regulatory authorities such as Suruhanjaya Syarikat Malaysia (SSM).
Key Roles of a Company Secretary
1. Ensuring Legal Compliance
- Filing annual returns with SSM
- Maintaining statutory registers
- Ensuring compliance with Companies Act requirements
2. Organising Board and Shareholder Meetings
- Preparing agendas for board meetings
- Drafting minutes of meetings
- Managing Annual General Meetings (AGM)
3. Maintaining Company Records
- Statutory books and registers
- Shareholder records
- Directors’ details and changes
4. Advisory Role to Directors
- Advising on corporate governance matters
- Ensuring directors follow legal procedures
- Guiding on resolutions and company decisions
5. Lodgement and Filing
- Filing changes in company structure (directors, shareholders, address)
- Submitting resolutions and statutory documents to SSM
Why Company Secretary is Important
A company secretary ensures that a company operates within the law and avoids penalties or legal issues.
Their importance includes:
- Preventing non-compliance penalties
- Ensuring proper corporate governance
- Supporting smooth business operations
- Maintaining transparency in company structure
What Happens Without a Company Secretary?
Failure to appoint or maintain a company secretary can result in:
- Legal penalties under the Companies Act
- Non-compliance with statutory filings
- Risk of company being struck off by SSM
- Difficulty in banking and regulatory matters
Company Secretary vs Accountant vs Auditor
Many people confuse these roles:
Role | Main Function |
Company Secretary | Legal compliance & corporate governance |
Accountant | Financial record keeping & reporting |
Auditor | Independent verification of financial statements |
👉 Each role is different but works together for a compliant company.
Modern Role of Company Secretary
Today, the company secretary is no longer just a filing officer. They are increasingly involved in:
- Corporate governance advisory
- Compliance risk management
- Digital filing systems (MyCoID, online submissions)
- Supporting audit and tax readiness
A company secretary is a critical compliance officer in any Malaysian company. Their role ensures that businesses operate legally, transparently, and in line with regulatory requirements