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Company Secretary Service (Corporate Secretarial Services)

For any business entrepreneur, selecting an ideal jurisdiction for company incorporation is a critical decision. Some of the most important variables to consider include the costs and procedures associated with incorporation, the regulatory requirements of the local Companies Commission and the degree of foreign ownership and directorship allowed.

In Malaysia, company incorporation is a relatively easy and quick process. The favorable market conditions, strong economy, tax benefits and 100% foreign ownership has encouraged several entrepreneurs to incorporate limited liability (Sdh Bhd) companies in Malaysia. Foreign investors are required to apply to a foreign investment committee when applying for more than 30% shareholding of their newly incorporated company.

 

Appointment of a Company Secretary

In addition, setting up a company in Malaysia requires the appointment of a company secretary. According the rules set out by the Companies Commission Malaysia (abbreviated SSM in local vernacular), the company secretary shall be a local resident and a natural person and not a corporate. The secretary shall also be a member of any professional body as prescribed by the Minister of Domestic Trade and Consumer Affairs or as licensed by the SSM itself.

Registration Purposes

Company Secretary in Malaysia is important for registration purposes. When investors agree to start a business and/or a company in Malaysia, they need to comply with the company registration requirements of the SSM. These requirements include the verification and approval of company documents by an approved Company Secretary. Hence, obtaining a Registration Certificate requires the services of a qualified Company Secretary.

Role of a Company Secretary

As per S139 (1A) of the Companies Act-1965, the role of a Company Secretary is not of a clerical nature, but that of a Chief Administrative Officer entrusted with all the legal responsibilities of the Company. The section also reiterates the office of a Company Secretary shall not remain vacant for a period of more than one month at any time.

Appointment Procedure

The significance of the Company Secretary is also highlighted in the Appointment Procedure, which states that the first secretary shall be named in the articles of association and shall be effectively appointed from the date of incorporation. The particulars of the first secretary shall be filed with the Registrar of the companies within one month from the date of incorporation. Appointment of subsequent secretary shall be done with the approval of the board.

Important Role

For any business in Malaysia, the Company Secretary plays an important role. He or She is a member of the Company’s Management and responsible for handling all the paperwork, statutory documents and other pertinent matters involved in the day-to-day operations of the company.

Employing a Company Secretary for businesses is a must as they perform the following duties:

  • Alteration of Memorandum and Articles of Association i.e. change of object clauses and articles, change of authorised share capital and change of name;
  • Transfer of shares, splitting of shares certificate and issuance of duplicate share certificates
  • Allotment of Shares, Rights/Bonus Issue and Declaration of Dividend
  • Company searches
  • Certification of documents by the Secretary
  • Attendance at Board Meetings, Annual/Adjourned Annual General Meetings and Extraordinary General Meetings
  • Protracted advisory services which may or may not entail extensive research and consultation; and
  • Preparation of documents, statutory documents,instruments other than those required under the Companies Act, 1965.

Continual success for any business is contingent on the company secretary services of qualified and experienced Company Secretaries to ensure compliance with all legal and ethical matters.

 

Paul Hype Page & Co. offers corporate secretarial services for all businesses in Malaysia and Singapore. Our experienced team helps you find dedicated project managers for all your company secretarial needs.

Affiliated with the leading professional organizations, our corporate secretarial services are in accordance with the Good Governance Guides 2.1 of the Chartered Secretaries of Malaysia. This ensures quick registration and efficient corporate governance for your business. Contact us to learn more!

 

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