How to Change Company Secretary in Malaysia (AKA Breaking Up With Your CoSec)
- Chow Ping
- 4 days ago
- 5 min read
Updated: 1 day ago
Your company secretary is ghosting you again.
Let's be honest: dealing with a company secretary who ghosts your messages, misses critical deadlines, or surprises you with hidden fees is frustrating.
You're running a business. You need someone reliable handling your compliance, NOT adding to your stress levels.
The good news? Switching to a better company secretary is totally doable. And we'll walk you through the exact process.
What Has You Googling “How to Change Company Secretaries”? On This Lovely Day?
There are plenty of valid reasons to fire your company secretary and find someone better.
They're impossible to reach. You send emails, WhatsApp messages, calls... and nothing. Meanwhile, your SSM deadline is approaching and you're panicking.
Documents arrive late (or not at all). You need certified true copies for a bank loan, and they take weeks to deliver.
You miss important deadlines. No reminders about annual returns or audited financial statements. Then suddenly you're hit with penalties from SSM or LHDN.
Hidden fees everywhere. What started as "affordable" quickly balloons with surprise charges for basic services.
Zero proactive support. They only react when you chase them down. No strategic advice. No compliance planning. Just bare minimum work.
If any of these sound familiar, you're not alone. Thousands of Malaysian business owners deal with subpar company secretary services every year.
A Real Horror Story: When Your CoSec Goes Ghost
Here's what can happen when you choose the wrong company secretary:
A client wanted to switch to a new secretary because their existing one wasn't responding and was missing in action. Not professional at all.
So the process began: Removal of Secretary without getting a resignation letter from the existing secretary. They purchased the Section Form from MyData, passed the board resolution, and lodged Section 46(3) & Section 58.
Then came the hardest part: file collection.
They contacted the ex-CoSec multiple times through email and phone calls. This dragged on since January 2023. After all attempts failed, they were assigned to walk into the firm's registered office.
Plot twist: The office hadn't been there since 2021 when COVID hit. The firm had moved to Penang.
In the end, they gave up trying to collect the files and worked with whatever was available in MyData. All they had were the statutory forms that had been lodged. They had no Minutes Book or Register Book.
The client ended up being compounded RM1,000 for Annual Return and RM5,000 for Audit Report, all because the previous secretary didn't submit them.
The takeaway: Choose your company secretary wisely, or this could be you. Shudders! Click here for the five questions to ask a company secretary before you hire them.
What You Need to Know BEFORE You Switch
The 30-Day Rule (This One's Critical)
Your company cannot operate without a company secretary for more than 30 days.
Violate this rule? You're looking at penalties of up to RM50,000 for each officer in default.
Plan your transition carefully. Ideally, the new company secretary should be appointed the same day (or within days) of the old one leaving.
Your New CoSec Will Ask Questions
Reputable company secretaries won't just accept you immediately. They'll do due diligence first.
Common questions they'll ask:
When was your company incorporated?
Have you filed all annual returns to date?
When is your Financial Year End (FYE)?
Have you submitted all audited financial statements?
Why are you switching company secretaries?
They might also request your e-SSM profile (dated within the last 3 months) to verify your compliance status.
Don't freak out. This is standard practice, not personal. They're just making sure they're not inheriting a compliance nightmare.
Check Your Compliance Status First
Before you start shopping for a new company secretary, take stock:
Any outstanding annual returns?
Overdue audited financial statements?
Unpaid bills to your current CoSec?
These issues don't automatically disqualify you. But they affect whether a new CoSec will accept you and how much they'll charge.
So, how to change company secretary, you ask?
The Step-by-Step Process to Change Your Company Secretary
Step 1: Find Your New Company Secretary
According to Section 235 of the Companies Act 2016, they must:
Be a Malaysian citizen or permanent resident
Be at least 18 years old
Be licensed by SSM OR a member of a professional body (MAICSA, MIA, MICPA, or the Malaysian Bar)
Not be bankrupt or convicted of fraud
Get their written consent to act as your company secretary.
Step 2: Hold a Board Meeting & Pass a Resolution
Your board of directors needs to officially approve the change by passing a resolution to:
Terminate the appointment (or accept resignation) of your old company secretary
Appoint the new company secretary
Your new company secretary can help draft this resolution.
Step 3: Settle Outstanding Matters with Your Old CoSec
Pay any overdue bills. Yes, even if you're switching because of excessive fees. Unpaid bills complicate the handover.
Request all statutory documents:
All company registers (directors, members, charges, etc.)
Minute books
Company seal (if applicable)
Certificates and official correspondence
Get a proper handover checklist. Don't just accept a random pile of documents.
Step 4: Lodge the Change with SSM
File a notification using the Lodgement of Change in the Register of Directors, Managers and Secretaries under Section 58.
This can be done via MyCoID system (online) or SSM counter (in person).
Documents required:
Board resolution(s)
Resignation letter from old company secretary
Appointment letter and consent form from new company secretary
IC copies of both secretaries
Updated company registers
Critical deadline: You must notify SSM within 14 days from the date of resignation or termination.
Typical fee: RM20 to RM100.
Step 5: Complete the Handover
Once SSM approves the change:
Collect all physical documents from the old CoSec
Update your company letterhead
Inform banks, auditors, and stakeholders
File any outstanding compliance documents
What Happens If You Have Compliance Issues?
Most company secretaries assess new clients on a case-by-case basis. A bit of baggage doesn't automatically disqualify you.
They evaluate:
Filing History – Late submissions are fixable. They just need to know what penalties or catch-up work they're walking into.
Company Structure – Complex structures involving foreign entities carry higher risk and require more scrutiny.
Years of Incorporation – Older companies often have messier histories with missing documents or abandoned obligations.
Why You're Switching – Switching once or twice is fine. Five times in three years? Red flag.
The key is transparency. Be upfront about your compliance status.
Red Flags That Make CoSecs Hesitant
Switching CoSecs multiple times in a short period
Years of non-compliance
Unpaid bills to previous CoSecs
Suspicious ownership structures
Being overly critical without valid reasons
These don't mean you're doomed, but you need to be transparent and willing to address the issues.
How Much Does It Cost?
New CoSec's professional fees – RM38/month (budget services) to RM500+/month (traditional firms)
SSM lodgement fee – RM20 to RM100
Compliance catch-up fees – A few hundred to several thousand ringgit, depending on how far behind you are
Penalties – If you have late filings, you'll need to pay SSM or LHDN penalties
The switch itself isn't expensive. The real cost comes from fixing compliance issues.
Final Thoughts
Switching company secretaries is totally doable if you follow the right steps.
Quick recap:
Plan carefully to avoid the 30-day vacancy rule
Be transparent about your compliance status
Follow the legal process (board resolution, documents, SSM filing)
Ensure proper handover of all statutory records
Choose wisely based on service quality, not just price
The penalties for non-compliance aren't jokes. But with the right company secretary on your side, compliance becomes a non-issue.
Want to focus on your business while we manage the boring paperwork for you?
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