Key Takeaways
- You can change your company secretary at any time. The process needs a board resolution, resignation or removal, consent from the new secretary and a Section 58 notification to SSM within 14 days.
- Appoint the replacement first. A company must not be without a secretary for more than 30 days.
- Confirm termination and transfer-file fees before you give notice.
- Your statutory records belong to the company. They cannot be withheld to pressure you into paying disputed fees.
You can change your company secretary in Malaysia at any time. The process is usually simple when the new secretary is ready and the company records are handed over properly.
Problems happen when the position is left vacant, records are missing or a filing deadline falls during the change. This guide explains each step, the fees to confirm before you give notice and what to do if the outgoing firm delays the handover.
Can a Sdn Bhd change its company secretary?
Yes. A Sdn Bhd can change its company secretary at any time under the Companies Act 2016. The board passes a resolution, the outgoing secretary resigns or is removed, the new secretary gives written consent to act, and the change is lodged with SSM through a Section 58 notification within 14 days.
The rest of this guide is about doing that without compliance gaps.
When switching secretary makes sense
Business owners usually switch for these reasons:
- Slow or unresponsive service, especially when a bank or SSM deadline is involved
- Missed filing reminders for the annual return or changes of particulars
- Event charges that were never explained at appointment
- Difficulty getting statutory records, resolutions or historical documents back
- Urgent corporate actions stuck because the provider will not move
Not every service problem needs a change. Sometimes a direct conversation can fix the issue. However, if the same problems continue, you have the right to appoint a different company secretary.
The legal process step by step
Pass the board resolution
The directors resolve to accept the outgoing secretary's resignation or terminate the appointment, and to appoint the new secretary. Document it properly and keep it with the minute book.
Resignation or removal of the outgoing secretary
The outgoing secretary resigns by notice to the board under Section 237 of the Companies Act 2016, with SSM's Practice Note 4/2018 setting out the procedure. Where the secretary will not cooperate, the board can remove the secretary instead, following the constitution or the terms of appointment.
Appoint and get consent from the new secretary
The incoming secretary must be qualified under Section 235 and gives written consent to act under Section 236. Engage the replacement before the exit is effective, because the seat cannot stay vacant for more than 30 days.
Lodge the Section 58 notification within 14 days
The change is notified to SSM through the Section 58 e-notification on MyCoID within 14 days of the effective date. Older guides mention Form 49: that is the pre-2016 name for the same filing, so do not be confused when you see both terms.
What must be handed over
The records belong to your company, not to the outgoing firm. Your handover checklist:
- Company constitution, if adopted
- Register of members, directors and secretaries
- Beneficial ownership information and filing status
- Minutes and written resolutions
- Share certificates and share allotment records
- Annual returns and SSM lodgement history
- Registered office records and statutory mail
- Pending corporate actions and upcoming deadlines
- Final invoice, termination fee and document-release conditions
The incoming firm usually manages this collection. If you are unsure what should be in your records, use our first 90 days after incorporation guide as a checklist for a complete compliance file.
Fees to clarify before giving notice
Exit charges may apply, but they should not be a surprise. Before you give notice, confirm these points in writing:
- Any termination or transfer-file fee (indicative RM300 to RM500 in published Malaysian schedules)
- Lodgement charges for the appointment and resignation filings (indicative RM100 to RM250 each)
- Which invoices are genuinely outstanding, and what the final account looks like
- How quickly records are released after settlement
For the wider fee picture, our guide on company secretary fees in Malaysia breaks down retainers and event charges.
Can the outgoing secretary withhold your records?
No. Malaysian legal commentary from 2026 confirms that a company secretary cannot withhold statutory filings to recover unpaid fees. The provider must handle any fee dispute separately from the company's statutory records.
Pay any valid outstanding invoices promptly. Then request the records in writing and give a clear deadline. If the outgoing firm still delays, ask the incoming firm to follow up or get legal advice.
How long does the change normally take?
When both sides cooperate, the resolution, letters and Section 58 lodgement can take a few working days. Allow about 2 weeks for the full handover, including the collection of records. Delays usually come from an unresponsive outgoing firm, missing records or pending filings.
Your company must not be without a secretary for more than 30 days. Arrange the new appointment before the current one ends.
Plan the switch before giving notice
Changing your company secretary is straightforward when you plan each step. Appoint the replacement, pass the resolution, lodge the Section 58 notification within 14 days, collect the records and list every upcoming deadline. Do not end the current appointment before the handover plan is ready.
SSAM Group takes over secretarial engagements with a pre-handover scope review: current deadlines, missing records, outstanding corporate actions and a written migration plan, backed by 40 years of experience, 1,000+ loyal customers and a 99% client satisfaction record. Start with our company secretary services in Kuala Lumpur, speak to the SSAM team, or WhatsApp us at +6011-6529 9879. If you are still evaluating providers, our guides on choosing a company secretary in Malaysia and company secretary responsibilities in Malaysia help you set the bar for the next appointment.
FAQs about changing company secretary
Can I change my company secretary at any time?
Yes. There is no lock-in under the Companies Act 2016. Your engagement letter may set notice or termination terms, so read it before giving notice.
Do I need the old secretary's resignation letter?
Ideally yes, and it is the clean route. If the secretary will not provide one, the board can remove the secretary following the constitution or appointment terms, and document the removal instead.
What is the Section 58 form?
It is the SSM e-notification that records changes among directors, managers and secretaries, lodged through MyCoID within 14 days of the change. Older guides call it Form 49.
Will my deadlines slip during the switch?
They should not. Map every pending filing before you give notice, agree who completes what, and keep the annual return date visible. A good incoming firm runs this as a migration plan.
What if the old firm does not respond?
Put the record request in writing with a deadline, escalate through your new provider, and take legal advice if needed. Statutory filings cannot lawfully be withheld over a fee dispute.
Data sources and further references
- SSM: Practice Note 4/2018 on resignation of a secretary (Section 237)
- DNH case spotlight: statutory filings cannot be withheld pending fee payment (2026)
- Suruhanjaya Syarikat Malaysia (SSM)
- Companies Act 2016 (Laws of Malaysia), Sections 58, 236 and 237, via the federal gazette portal
The information in this article is provided for general informational purposes only and does not constitute tax, accounting, financial or legal advice. Tax laws change frequently and may not apply to your situation. Always consult a qualified professional before acting on any information here.
