Introduction
A company secretary is one of the most critical officers of a Malaysian company. Under the Companies Act 2016, every company must have at least one licensed company secretary who is responsible for statutory filings, maintaining company records, advising directors, and ensuring regulatory compliance with the Suruhanjaya Syarikat Malaysia (SSM).
When a company secretary becomes unreachable, unresponsive, or company secretary passed away, it can cause serious disruptions including inability to access company records, delays in statutory filings, penalties, non-compliance issues, and even governance risks.
This article explains exactly what happens, what the Companies Act requires, and what steps a company must take to remain compliant.
For companies experiencing secretary-related issues, Amaze Advisory can assist with urgent appointments, SSM updates, recovery of documents, and restoring compliance.
Why a Company Secretary Is So Important
Under the Companies Act 2016, a company secretary is responsible for:
- Preparing resolutions and minutes
- Lodging statutory documents with SSM
- Updating changes to directors, shareholders, and share capital
- Maintaining statutory registers
- Advising the board on compliance matters
- Ensuring deadlines such as annual return and financial statements are met
- Safeguarding company records
- Acting as the gatekeeper for corporate governance
Because of these responsibilities, a secretary who is suddenly unreachable or deceased exposes the company to both legal and operational risks.
Common Scenarios
1. Company Secretary Becomes Unreachable
This is the most common scenario and can happen when the secretary:
- Stops responding to emails or calls
- Leaves the firm abruptly
- Is suspended or deregistered by SSM
- Is experiencing internal disputes
- Has health or personal issues
- Closes down their secretarial firm without notice
2. Company Secretary Passes Away
In cases where a sole practitioner or independent secretary passes away, companies may suddenly lose access to:
- Statutory documents
- Digital and physical registers
- Secretarial portal access
- Filing deadlines
3. Corporate Secretarial Firm Shuts Down
Some firms close without transferring clients, causing directors to lose all points of contact.
In all three situations, the company must take immediate action to avoid non-compliance.
Legal Requirements Under the Companies Act 2016
Under Section 235, every company must have at least one company secretary.
If a company secretary resigns, becomes unreachable, or passes away, the company has:
- 30 days to appoint a replacement company secretary
- 14 days to notify SSM of the change (via Section 58 & 236 filings)
Failure to do so constitutes a breach of the Companies Act.
Amaze Advisory can assist with:
- Immediate appointment of a new company secretary
- SSM updates
- Transition of documents
- Restoring compliance
- Reconstructing missing registers
Part 1: What Happens If a Company Secretary Is Unreachable?
When a company secretary becomes unreachable, the company may face the following issues:
1. Delays or Failure to Lodge SSM Filings
Companies may be unable to submit:
- Annual returns
- Financial statements
- Director updates
- Share capital changes
- Beneficial ownership filings
Late or missed filings may result in:
- Penalties
- Compound fines
- Officers being held personally liable.
2. Inability to Access Statutory Records
A missing secretary may hold the company’s:
- Minutes book
- Register of members
- Register of directors
- Share certificate records
- company seal (if applicable)
Access to these is legally important for banks, investors, and due diligence exercises.
3. Banking & Transaction Delays
Banks often require:
- Secretarial confirmation
- Certified documents
- Updated company records
If the secretary is unreachable, banking processes may be delayed or rejected.
4. The Secretary Is Legally Deemed to Have Resigned
If the secretary is uncontactable and does not perform statutory duties, the board may treat this as a deemed resignation and proceed to appoint a replacement.
5. SSM May Take Enforcement Action
If the secretary’s license has expired, been suspended, or revoked, SSM may issue notices. The company must appoint a new secretary immediately.
Amaze Advisory can check the secretary’s status with SSM to confirm any regulatory issues.
Part 2: What Happens If a Company Secretary Passes Away?
This situation can be very disruptive, but the Companies Act provides a clear path.
1. The Position Automatically Becomes Vacant
A deceased secretary is no longer legally capable of holding office. The company must appoint a new secretary within 30 days.
2. Statutory Records May Be Incomplete or Inaccessible
The company may lose access to:
- Registers
- Past resolutions
- Digital signature logs
- Secretarial system accounts
Amaze Advisory can help reconstruct missing documents and liaise with SSM to ensure compliance.
3. Issues During Due Diligence or Bank Updates
Without an active secretary:
- New investors may reject proposals
- Banks may freeze updates
- Auditors may be unable to verify records
4. Immediate Need for Replacement
A new licensed secretary must be appointed and registered via SSM’s MyCoID portal.
Amaze Advisory can take over immediately and rebuild your secretarial records.
How to Appoint a New Company Secretary (Step-by-Step Guide)
Step 1: Board Decision
Directors must pass a board resolution to appoint a new licensed secretary.
Step 2: Due Diligence on the New Secretary
Ensure they are:
- Licensed by SSM
- In good standing
- Experienced with your company type
- Able to retrieve or reconstruct missing records
Step 3: Submit Appointment to SSM
Using Section 58 and Section 236 filings.
Step 4: Transfer of Documents
The new secretary will:
- Request statutory documents from the old secretary (if reachable)
- Reconstruct missing registers
- Update SSM records
- Recreate minutes, resolutions, and share certificates if needed
Step 5: Notify Banks, Auditors & Stakeholders
Amaze Advisory handles these updates for clients to ensure smooth operations.
What If the Previous Company Secretary Refuses to Respond or Release Documents?
This situation is unfortunately common.
Options Available:
✔ Send formal notices
✔ Issue a lawyer’s letter of demand
✔ Report misconduct to SSM
✔ Reconstruct all statutory records with a new secretary
✔ Proceed with SSM filings even without previous documents
Amaze Advisory regularly assists clients in recovering or reconstructing missing or unreleased company documents.
Practical Checklist for Directors
Use this checklist if your secretary is unreachable or has passed away.
1. Immediate Actions
✔ Attempt contact via email, call, WhatsApp
✔ Notify the company secretary’s firm or family (if applicable)
✔ Check if the secretary is deregistered or suspended by SSM
✔ Appoint a new secretary within 30 days
2. Documents to Gather
✔ Previous annual returns
✔ Financial statements
✔ Constitution
✔ Share certificates
✔ Resolutions and minutes
3. Compliance Restoration
✔ Update all overdue filings
✔ Reconstruct missing registers
✔ Update beneficial ownership records
✔ Notify banks and auditors
Amaze Advisory can manage this entire process swiftly and professionally.
How Amaze Advisory Can Assist
Amaze Advisory provides full end-to-end support for companies facing issues with unreachable or deceased secretary situations.
Our Services Include:
✔ Emergency appointment of new company secretary
✔ Reconstruction of statutory registers and minutes
✔ Retrieval of missing documents
✔ Updating all SSM filings
✔ Regularising overdue compliance
✔ Advising directors on statutory obligations
✔ Liaising with banks, auditors, and authorities
✔ Ensuring the company becomes fully compliant again
Conclusion
A company secretary plays a crucial role in ensuring compliance and maintaining the legal integrity of a company in Malaysia. When a secretary becomes unreachable or passes away, it can cause significant operational and legal challenges — but the Companies Act provides clear steps to restore compliance.
By appointing a new secretary quickly, transferring or reconstructing documents, updating SSM records, and ensuring continuity of filings, a company can prevent penalties, maintain governance standards, and avoid disruptions.
Amaze Advisory is ready to support companies facing urgent or complex secretarial issues, ensuring smooth transitions and full compliance.
🚀 With Amaze Advisory, you don’t just meet compliance, you safeguard your business interests and gain a trusted partner for long-term success in Malaysia.
✔️ Email: salesteam@amazeadvisory.com
✔️ Phone: +6013-284 7678 / +6013-323 7678
Contact Amaze Advisory today and take the first step toward building your business in Malaysia.
Disclaimer: This article is provided for general informational purposes only and does not constitute professional advice; readers should seek advice from their own accountant or adviser, and Amaze Advisory Global Sdn. Bhd. accepts no responsibility or liability for any reliance placed on this information.
