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Company Secretary Services – What to Expect from Your Company Secretary

If you are planning to incorporate a company in Malaysia, the law requires that you appoint a qualified company secretary. The Malaysia Companies Act 2016 requires that a company secretary be appointed within 30 days of issuance of a company’s certificate of incorporation. During incorporation, it is allowed to use temporary company secretarial services to prepare the incorporation documents. However, it is mandatory to have a permanent company secretary service after when company business begins. What can you expect from your appointed company secretary?

Roles and Duties During Incorporation

When establishing a company in Malaysia, the necessary company incorporation documents must be prepared by a Malaysia certified company secretary. This could be a temporary service or a permanent appointee. The company secretary should:

  • Get thoroughly familiarized with the proposed memorandum and articles of association, making any necessary amendments on clauses that are not in line with the law.
  • The company secretary should be conversant with Malaysian securities laws and regulations so as to ensure all incorporation documents adhere to the regulations and requirements as per Malaysia Companies Act 2016.
  • Ensure all incorporation documents are authenticated by the required persons including himself, and reflect the true copies of the statutory books, registers and secretarial file.
  • Adhere to “The Company Secretary’s Code of Ethics” issued by the Companies Commission of Malaysia. This is the guide book that outlines the duties and responsibilities and ethical practices of the company secretary.

Roles in Compliance

The Companies Commission of Malaysia has set statutory compliance requirements for all companies operating in Malaysia. The company secretary is the acting legal officer who ensures that the company remains compliant with the set corporate governance requirements. Ensure any changes in the corporate governance framework are reflected in the company’s statutory information and documents, and submitted to the CCM in the required time period.

These regulations include disclosure requirements as set by the Kuala Lumpur Stock Exchange covering mandatory disclosures.

  • Prepare and help fill the disclosure documents
  • Advise the board of directors situations where disclosures are mandatory
  • Advise on conflict of interest brought on by directors’ interests in contracts or positions
  • Ensure declarations are accurately recorded in the minutes of the meeting in which the disclosure was done.

Other compliance matters in which a Malaysia certified company secretary is expected to advise the company’s board of directors include information related to shares, debentures, participatory interests, rights, options and contracts. This also covers disclosure requirements covering:

  • Disclosure on substantial shareholdings
  • Share dealing rules for the directors
  • Rules regarding announcements and reporting

Role in Company Meetings

The company secretary plays a key role in the company’s meetings including annual general meetings, extraordinary general meetings, and regular board of directors’ meetings. In regards to the annual general meeting, the company secretary is expected to:

  • Advise the holding of an annual general meeting whether the company is dormant or active.
  • Help the board of directors led by the chairman to prepare the agenda items and papers
  • Book and prepare the meeting venue
  • Attend the meeting and take accurate minutes and resolutions which should be written accurately, concisely and in simple language.
  • Table the previous AGM’s minutes and resolutions, and all the director’s circular resolutions passed since the last AGM
  • Submit annual returns to the shareholders
  • Play an advisory role to the chairman and the board of directors during the meeting
  • Ensure that all the extracts of minutes and resolutions are prepared in the company’s letterhead and certified by the chairman of the board and/or the company secretary.

Other Advisory Roles

Apart from roles during the company incorporation and the company’s meetings, a Malaysia company secretary plays other roles as this position has a broad mandate covering issues of corporate governance and the law. The company secretary is also expected to:

  • Prepare the company’s annual returns and submit them to the Companies Commission of Malaysia within the set time.
  • Represent the company in all legal matters
  • Attend any other meetings including regular meetings and any other extraordinary meetings
  • Certify any documents that have a legal basis and need certification by a company secretary
  • Company searches
  • Allotment of shares, rights and bonus issue
  • Transfer shares, split share certificates and issue duplicate share certificates
  • Declaring dividends
  • Prepare any documents including statutory documents other than those required by Malaysia Companies Act 2016.
  • Make any recommended alterations to the articles and memorandum of association including change of company name, change to the amount of authorized capital, and change of object clauses and articles
  • Offer continuous advice to the company doing so on the basis of extensive consultation and research for the best interests of the company.

Personal Expectations

The Companies Act 2016 has set out the requirements expected of a company secretary.

  • The appointee must be a human person at least 18 years of age
  • The appointee must not be bankrupt
  • The person must not have been convicted of an offence under the companies act.

In addition, the Companies Commission of Malaysia has set out the professional requirements of company secretaries. A Malaysia certified company secretary should belong to a professional body recognized by the Companies Commission of Malaysia. These include:

  1. The Malaysian Association of The Institute of Chartered Secretaries and Administrators (MAICSA)
  2. Malaysian Association of Company Secretaries (MACS)
  3. The Malaysian Bar
  4. The Malaysian Institute of Accountants (MIA)
  5. Malaysian Association of Certified Public Accountants (MACPA)
  6. The Sabah Law Association
  7. The Advocates’ Association of Sarawak

How to Appoint a Company Secretary

  • The appointee will make a recommendation for appointment and approve it in a resolution.
  • A company is also allowed to appoint more than 1 company secretary. The appointment is done in a single resolution
  • The appointee will then fill the Declaration by a Person Before Appointment as Secretary
  • The notice of appointment is submitted to the CCM within 30 days of the appointment. This is accompanied by the Return Giving particulars in register of Directors, Managers and Secretaries and Changes and Particulars
  • The Register of Secretaries updates the company’s records to show the appointment

In the case of a new company incorporation in Malaysia, the company is not required to have a company secretary at the point of incorporation must do an appointment within 30 days of incorporation.

  • The appointee executes the Declaration by a Person Before Appointment as Secretary
  • The declaration and resolution is submitted along with other incorporation documents to the CCM
  • The CCM issues a certificate of incorporation
  • The board of directors must hold a meeting within 30 days to confirm the appointment of the company secretary upon which the company secretary is deemed to have attracted since the day of incorporation
  • The company secretary submits to the CCM the Return Giving particulars in register of Directors, Managers and Secretaries and any Changes and Particulars