What Every Company Director in Malaysia Should Really Know About Their Responsibilities
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What Every Company Director in Malaysia Should Really Know About Their Responsibilities
In Malaysia, anyone can become a company director — but not everyone realises what it truly means.
We often hear:
“My secretary handles all that lah.”
“I didn’t know this one need to sign.”
“Nobody told me this is my responsibility.”
But under the Companies Act 2016, directors aren’t figureheads — they’re legally accountable for the company’s actions, filings, and decisions.
Here’s what every director (especially of a Sdn Bhd) should know 👇
⚖️ 1. You’re Legally Responsible for the Company — Not Your Secretary
Your company secretary helps you stay compliant — but the ultimate responsibility lies with you, the director.
If annual returns aren’t filed, if resolutions are missing, or if accounts are not submitted — SSM can fine the company and every director personally.
Even if it was a “misunderstanding” or “someone forgot,” the director is still responsible by law.
A good secretary supports compliance.
But a responsible director owns it.
🧾 2. You Must Ensure Proper Books and Records Are Kept
It’s a director’s duty to make sure the company keeps:
- Accounting records.
- Minutes of meetings.
- Statutory registers (directors, shareholders, charges, etc.).
- Annual financial statements.
These aren’t optional.
If your company cannot produce them when requested by SSM, LHDN, or a bank, it can lead to serious consequences — including disqualification.
Your records are your proof of integrity.
💸 3. You’re Accountable for the Company’s Debts and Taxes
While a Sdn Bhd limits your liability, directors can still be held personally liable in cases of negligence, fraud, or wrongful trading.
If the company owes taxes, fails to remit EPF or SOCSO, or incurs debts recklessly, SSM and LHDN can take action against the directors individually.
That’s why smart directors always:
- Review their accounts regularly.
- Understand what’s being filed.
- Never sign blindly.
Your signature carries responsibility — not just permission.
💼 4. You’re Responsible for Appointing Competent Professionals
Choosing the right company secretary, accountant, and auditor is part of your legal duty.
You must ensure they’re qualified, licensed, and performing their role properly.
If your professional gives wrong advice or misses a filing — but you never checked or asked questions — SSM still sees it as your oversight.
That’s why we always tell directors:
“Work with your professionals, not for them.”
📅 5. You Must Oversee Compliance Deadlines
Annual returns, financial statements, tax filings — they all have fixed timelines.
Directors should know when each is due, even if someone else is handling it.
At Trust Maven®, we help our clients stay ahead through our Compliance360 journey, so directors always know their company’s status and what’s next.
Compliance is a shared journey, but the driver’s seat is always the director’s.
❤️ 6. You’re the Face of the Company
A company secretary signs forms.
An accountant prepares reports.
But only the director can represent the company’s decisions.
Your leadership sets the tone — whether your company is disciplined, transparent, or careless.
And in the eyes of clients, banks, and regulators — the company is only as credible as its directors.
💬 Final Thoughts
Being a director isn’t about position — it’s about accountability.
You don’t need to know every legal clause, but you must care enough to ask, review, and stay informed.
At Trust Maven®, we don’t just help companies stay compliant — we help directors understand their real responsibilities, so they lead with clarity and confidence.
“Compliance starts with the company — but it’s led by the director.”
💌 Not sure if your company is fully compliant or if your director duties are being met properly?
Book a RM49 consultation session with Trust Maven® — we’ll review your company’s compliance health, explain your key responsibilities, and waive the fee if you engage our services.