Do You Need a Company Secretary in Malaysia? (LLP vs Sdn Bhd vs Enterprise)

If you are starting a business in Malaysia, one common question entrepreneurs ask is: “Do I need a company secretary?” The answer depends on the type of business structure you register — whether it is an Enterprise, Limited Liability Partnership (LLP), or a Sdn Bhd company. Each structure in Malaysia is regulated under different laws and therefore has different compliance requirements. Understanding these differences helps you avoid penalties and run your business smoothly.  

Quick Comparison: Do You Need a Company Secretary?

Business Structure Governing Authority Company Secretary Required? Compliance Level
Enterprise (Sole Proprietorship / Partnership) SSM – Registration of Businesses Act 1956 ❌ Not required Low
Limited Liability Partnership (LLP) SSM – Limited Liability Partnerships Act 2012 ❌ Not required (but must appoint Compliance Officer) Medium
Sdn Bhd (Private Limited Company) SSM – Companies Act 2016 ✅ Mandatory High

1. Enterprise (Sole Proprietorship / Partnership)

An Enterprise is the simplest business structure in Malaysia. It is commonly used by freelancers, small traders, and new entrepreneurs testing a business idea.

Key Characteristics

  • Owned by one individual (sole proprietorship) or two or more partnersThe business and owner are legally the same entity
  • Unlimited liability – personal assets may be at riskSimple annual renewal with SSM

Do You Need a Company Secretary?

❌ No, an Enterprise does not require a company secretary. Since it is not considered a separate legal entity, the compliance requirements are minimal.

However, you may still need help with:

  • SSM registration
  • Business license applications
  • Tax registration with LHDN
  • Accounting and bookkeeping

2. Limited Liability Partnership (LLP)

A Limited Liability Partnership (LLP) is a hybrid structure combining the flexibility of a partnership with the limited liability of a company. It is commonly used by:
  • Consultants
  • Professional services firms
  • Small partnerships

Key Features

  • Separate legal entity
  • Limited liability for partners
  • Flexible management structure
  • Lower compliance than Sdn Bhd

Do You Need a Company Secretary?

❌ No company secretary is required. However, LLPs must appoint a Compliance Officer.

Compliance Officer Requirements

The Compliance Officer must:
  • Be a Malaysian citizen or permanent resident
  • Be at least 18 years old
  • Normally be one of the partners
Responsibilities include:
  • Filing annual declarations with SSM
  • Maintaining statutory records
  • Ensuring compliance with LLP regulations

3. Sdn Bhd (Sendirian Berhad)

A Sdn Bhd company is the most common structure for serious businesses, startups, and growing SMEs in Malaysia. It provides:
  • Limited liability protection
  • Strong business credibility
  • Better access to investors and funding
  • Scalability for expansion

Key Characteristics

  • Separate legal entity
  • Owned by shareholders
  • Managed by directors
  • Regulated under the Companies Act 2016

Do You Need a Company Secretary?

✅ Yes, it is mandatory. Under the Companies Act 2016, every Sdn Bhd must appoint a licensed company secretary within 30 days after incorporation.

What Does a Company Secretary Do?

A company secretary plays a crucial role in corporate compliance.

Main Responsibilities

  1. SSM Compliance
    • File annual returns
    • Maintain statutory registers
    • Update company information
  2. Corporate Governance
    • Prepare board resolutions
    • Document shareholder decisions
    • Ensure compliance with Companies Act
  3. Advisory Role
    • Guide directors on legal obligations
    • Assist with company changes
  4. Corporate Changes
    • Change company directors or shareholders
    • Change company secretary
    • Increase share capital

Why Is a Company Secretary Important for Sdn Bhd?

Many business owners assume a company secretary is only for paperwork, but their role is far more important. A good company secretary helps:
  • Prevent SSM penalties
  • Ensure legal compliance
  • Maintain proper corporate records
  • Support business expansion and restructuring
Without proper compliance, directors may face fines or legal consequences.  

Summary: Which Business Structure Requires a Company Secretary?

Business Type Company Secretary Needed?
Enterprise ❌ No
LLP ❌ No (Compliance Officer required)
Sdn Bhd ✅ Yes (Mandatory by law)
If you plan to grow your business, raise investment, or build long-term credibility, registering a Sdn Bhd is usually the preferred structure and that means appointing a qualified company secretary.  

Need Help Registering a Sdn Bhd or Appointing a Company Secretary?

At iComSec, we help Malaysian entrepreneurs and foreign investors with:
    • Sdn Bhd company registration
    • Company secretary services
    • SSM compliance and annual filings
  • Business advisory and corporate structuring
👉 Contact us today to get professional assistance for your company setup in Malaysia