How to Change Company Secretary in Malaysia (2026)
Learn how to change your company secretary in Malaysia in 2026, including SSM filing deadlines, required documents, board resolutions and handover procedures.
MALAYSIA
Process, SSM Filing & Documents
Updated: 25 October 2026 | LGR Corporate Advisory
Changing your company secretary in Malaysia is a corporate decision that should be properly documented and notified to the Companies Commission of Malaysia (SSM).
A Malaysian Sdn. Bhd. may change its company secretary when it requires a different level of professional support, encounters service-related issues, or wishes to consolidate its corporate compliance arrangements.
However, changing a company secretary involves more than appointing a replacement. The company must consider the outgoing secretary's cessation, the new appointment, SSM notification requirements and the proper handover of statutory records.
This guide explains the practical process under the Companies Act 2016.
1. Can a Sdn. Bhd. Change Its Company Secretary?
Yes. A Malaysian Sdn. Bhd. may change its company secretary.
Under Section 236 of the Companies Act 2016, the board of directors is responsible for appointing a company secretary.
Section 239 also allows the board to remove a secretary in accordance with the terms of appointment or the company's constitution.
The company should review its existing engagement arrangements, including any relevant termination or notice provisions, before proceeding.
A change may arise because:
The business requires more responsive company secretarial support.
The company is restructuring or expanding its operations.
Directors wish to consolidate company secretarial, accounting and tax coordination.
Corporate filings or statutory records require closer attention.
The existing professional engagement no longer meets the company's requirements.
Regardless of the reason, the process should be carried out with appropriate approvals and documentation.
2. How to Change Company Secretary in Malaysia: Step-by-Step
Step 1 — Appoint a Suitable New Company Secretary
Before proceeding, identify a qualified company secretary who is eligible to act under Malaysian law.
The proposed secretary must satisfy the requirements of Sections 235, 236 and 241 of the Companies Act 2016, including the applicable professional qualification, registration and practising certificate requirements.
The new service provider should also conduct the necessary client due diligence and understand the company's compliance position before accepting the engagement.
Step 2 — Review the Existing Appointment Terms
Check the existing company secretarial engagement letter, termination clauses and the company's constitution, if any.
Where the outgoing secretary resigns, Section 237 governs the resignation process. Its effective date must be assessed against the statutory provisions and the applicable constitution or appointment terms.
Where the company instead removes the secretary, the board must exercise its authority under Section 239 in accordance with the relevant terms.
Resignation and removal are different procedures and should not be treated as interchangeable.
Step 3 — Prepare the Board Resolution
The directors should approve the proposed corporate changes through the appropriate board documentation.
Depending on the circumstances, the resolutions may address:
The cessation or removal of the existing company secretary.
The appointment of the new company secretary.
The effective dates of the changes.
The authorisation of necessary SSM filings.
The transfer of statutory records and related responsibilities.
The incoming secretary must also provide written consent to the appointment as required under Section 236(3).
Step 4 — Notify the Existing Company Secretary
The outgoing secretary should be formally informed of the company's decision and the relevant effective date.
The company should retain evidence of notices, communications and acknowledgements, where available.
If there is a disagreement or the existing secretary cannot be contacted, the company should obtain advice on the appropriate removal and SSM filing procedure instead of assuming that an unsigned resignation letter determines the entire process.
Step 5 — Lodge the Change with SSM
Section 58 of the Companies Act 2016 requires notification of changes in company officers, including the appointment and cessation of a company secretary.
The notification must generally be lodged within 14 days from the relevant appointment or cessation date.
For a private company, the relevant notification is ordinarily submitted through SSM's MyCoID system.
Supporting corporate documents must be prepared and attached where required.
The company should ensure that both the outgoing and incoming secretary's particulars are correctly reflected in SSM's records.
Step 6 — Arrange the Handover of Statutory Records
A complete handover helps the new company secretary understand the company's historical corporate position and outstanding obligations.
Important records may include:
The certificate or notice of incorporation and company constitution, where applicable.
Registers of directors, secretaries and members.
Register of beneficial owners and supporting records.
Share certificates, allotment records and share transfer documents, where applicable.
Board and shareholder resolutions.
Previous annual returns and financial statement lodgements.
Relevant SSM correspondence, notices and filing acknowledgements.
Banking resolutions and other material corporate documents.
A schedule of pending filings, outstanding matters and compliance deadlines.
The company should identify missing documents rather than assuming that all statutory records are complete.
Step 7 — Review Outstanding Compliance Matters
After the handover, the incoming secretary should review relevant statutory records and upcoming compliance requirements.
Areas for review may include:
Annual return status.
Financial statement circulation and lodgement.
Beneficial ownership register and e-BOS records.
Directors' and shareholders' particulars.
Registered office information.
Outstanding corporate resolutions.
Historical late filings or unresolved SSM matters.
Importantly, changing a company secretary does not automatically rectify previous compliance deficiencies.
Any missing, inaccurate or overdue records should be assessed separately.
For related obligations, read our Malaysia Company Secretarial & Governance services.
3. How Long Does It Take to Change a Company Secretary?
The practical completion time depends on the company's circumstances, supporting documents, existing appointment terms and the cooperation of relevant parties.
Two statutory periods are particularly important:
14 days — SSM notification
Under Section 58, the company must notify SSM within 14 days after a person becomes or ceases to be a secretary.
30 days — Maximum vacancy
Under Section 240, the office of company secretary must not remain vacant for more than 30 days at any one time.
These are different requirements.
The 30-day vacancy rule does not extend the separate 14-day SSM notification deadline.
For a straightforward transfer, the company should ideally coordinate the new appointment and outgoing cessation to avoid an unnecessary vacancy.
The administrative handover may take longer if documents are missing or historical records require reconciliation.
4. Can You Change Company Secretary Without a Resignation Letter?
This depends on how the existing secretary's appointment is being brought to an end.
A resignation under Section 237 and removal under Section 239 are separate legal mechanisms.
Where the board validly removes the existing secretary under Section 239, the legal basis for cessation is the removal rather than a voluntary resignation.
However, the company must still comply with its constitution, applicable appointment terms, notification requirements and relevant SSM filing procedures.
If the existing secretary refuses to cooperate, does not respond or disputes the termination, additional procedural issues may arise.
In such cases, directors should preserve the relevant written records and obtain professional guidance before submitting the change.
5. What If the Previous Company Secretary Does Not Hand Over the Documents?
An incomplete handover can create practical compliance difficulties.
For example, the new secretary may be unable to confirm whether:
Earlier board resolutions have been properly maintained.
Statutory registers are complete.
Share allotments and transfers have been correctly recorded.
Beneficial ownership information has been reported.
Previous SSM filings have been completed.
The incoming secretary should request the outstanding documents, review available SSM records and identify information that may need to be reconstructed or corrected.
A structured document-recovery and compliance review may be required before the company's records can be brought up to date.
6. Does Changing Company Secretary Affect Beneficial Ownership Reporting?
Changing the company secretary does not, by itself, mean the company's beneficial owners have changed.
However, the company must still maintain its beneficial ownership records and comply with the applicable reporting framework.
SSM's Electronic Beneficial Ownership System (e-BOS) is used for notification and updates of beneficial ownership information.
During the handover, the incoming secretary should verify that the beneficial ownership register and available e-BOS records are consistent with the company's actual ownership and control.
Any missing or inaccurate information should be assessed under the applicable statutory requirements.
Read more about SSM's e-BOS system.
7. What Should Directors Check Before Changing Company Secretary?
Before making the change, directors should consider five practical questions:
Are there outstanding annual returns, financial statements or statutory filings?
Are the company's directors, shareholders and beneficial ownership records current?
Are the existing appointment and termination terms understood?
Will the new secretary receive complete corporate records?
Are any significant corporate actions, banking transactions or compliance deadlines approaching?
A smooth transfer is not simply a change of professional service provider. It is also an opportunity to confirm that the company understands its statutory responsibilities.
8. Frequently Asked Questions
Can shareholders directly change a company secretary?
Under Section 236, appointment of a company secretary is a board responsibility. The board also has authority under Section 239 to remove a secretary, subject to the applicable terms and constitution.
Is a company secretary compulsory for a Sdn. Bhd.?
Yes. Section 235 requires a company to have at least one qualified company secretary. Section 240 restricts the period during which the office may remain vacant.
Does a new company secretary need to be based in the same state?
No. The statutory requirements concern eligibility and qualifications, including the requirement for the secretary to ordinarily reside in Malaysia. A Johor Bahru company is not limited to appointing a secretary based in Johor.
Can the change be made if previous annual returns are overdue?
A change of company secretary and outstanding annual filing obligations are separate matters. The company should address any overdue filings and related compliance issues even after appointing a new secretary.
Will the new company secretary automatically take responsibility for all previous errors?
Not automatically. The circumstances, responsibilities and potential liabilities must be assessed individually. Incoming secretaries should undertake appropriate due diligence and identify outstanding matters before or during the transition.
9. Company Secretary Transfer Support in Johor Bahru and Malaysia
LGR Corporate Advisory provides company secretarial and corporate governance support to Malaysian companies, including companies with foreign shareholders and Singapore-linked businesses operating in Johor Bahru.
Our approach considers the company's statutory records, corporate decisions, required SSM filings and ongoing compliance obligations together.
Where a company wishes to change its existing company secretary, we can assist with reviewing the current position, preparing relevant corporate documentation, coordinating the transition and identifying outstanding compliance matters within the agreed engagement scope.
Planning to change your company secretary?
Contact LGR Corporate Advisory to discuss your company's requirements.
You may also explore our Malaysia Company Secretarial & Governance services.
Official References
Disclaimer: This article provides general information based on the regulatory framework reviewed as at 25 October 2026. Specific resignation, removal, filing and handover requirements depend on the company's circumstances and the applicable legal and contractual documents. It does not constitute legal advice.