The requirement for a company to appoint a company secretary is a statutory obligation under corporate law in many jurisdictions, serving as a key compliance mechanism and liaison between the company and regulatory authorities.
1. Mandatory Appointment After Incorporation
Under the Companies Act 2016 (Malaysia), every company incorporated in Malaysia is required to appoint at least one qualified company secretary following incorporation. However, it is not mandatory to appoint a company secretary at the exact moment of incorporation—but the company must do so within a defined statutory period after incorporation. SSM
This obligation is codified in Section 236(2) of the Act, which states that “the appointment of the first company secretary shall be made within thirty (30) days from the date of incorporation of a company.” registercompany.com.my
In practice, this means a newly incorporated company has a 30-day window from its incorporation date to make its first secretary appointment. Acclime Malaysia
2. Legal Basis in the Companies Act 2016
The specific legal framework is as follows:
- Section 235 imposes the baseline requirement that every company must have at least one company secretary who is a natural person, ordinarily resident in Malaysia, and qualified under the Act. googol.my
- Section 236 obliges the board of directors to appoint the first company secretary within 30 days of incorporation and specifies that the appointee must consent in writing and be properly qualified. googol.my
These provisions ensure that companies have a qualified statutory officer early in their lifecycle to fulfill ongoing compliance duties, such as filing statutory returns, maintaining registers, preparing resolutions, and advising directors on statutory obligations.
3. Practical Implications and Compliance
In practical terms:
- The company must notify the Companies Commission of Malaysia (SSM) of the appointment within 14 days of the appointment being made. mycoid2016.ssm.com.my
- If a company fails to make this appointment within the 30-day window, it may be subject to penalties and sanctions under the Act, as continuous non-compliance constitutes an offence. Emerhub
- The appointed secretary must hold appropriate qualifications — e.g., a licence issued by SSM or membership in a prescribed professional body — and must consent in writing before the appointment. googol.my
4. Role of the Company Secretary
Although the timing question focuses on when to appoint, it’s important to understand why this timing matters: the company secretary plays a vital role in ensuring compliance with statutory timelines and filings and acts as the official agent between the company and governmental regulators. iacs.org.my
External Sources Quoted
- The first company secretary must be appointed within 30 days after incorporation as required by Section 236 of the Companies Act 2016. registercompany.com.my
- The appointment deadline window of 30 days is repeatedly confirmed in independent guides, including corporate secretarial guides and compliance manuals. Acclime Malaysia
- Legal framework details are drawn from official interpretations of Section 235 and 236 of the Act. googol.my
- Guideline materials confirm the procedural requirement to notify the regulator (SSM) within 14 days of appointment. mycoid2016.ssm.com.my