Company Secretary Service (Corporate Secretarial Services)
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.
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.
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.
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.