A company secretary bridges the gap between the authority and the organisation. Given the extensive role that company secretary plays in a company, a reliable and trustworthy secretary will ensure all various legal aspects of the business is taken care of.

After getting your business up in Malaysia, you will be faced with myriad of challenges and as a business owner, solely handling all the accounting, administrative, and legal matters can be rather daunting.

Along with this, you are also obliged to follow the rules and regulations stipulated by the Malaysian authorities when running your business in the jurisdiction. A detailed attention is needed in every aspect of the strict requirements and in today’s business fulcrum, it is not a smooth sailing process to run and maintain a company. This is where you will need the support of a company secretary service.

Who is a Corporate Secretary in Malaysia

In Malaysia, a company secretary is mandatory for any public listed or private limited companies which is a part of legal requirement under the Companies Act 2016. Company secretaries are considered key people who serve important purpose and contribute to the operations of the business.

A company secretary is primarily responsible to ensure that the company adheres to the standard legal and financial practices and in charge of overseeing the corporate governance standards.

Company secretary also plays an important role as a communication channel between the company shareholders and the board of directors. The company secretary is usually accountable for an accurate delivery of information in a timely manner with regards to any matters on company procedures and developments.

Qualifications of a Company Secretary

According to Section 235 of Companies Act 2016, the requirement to become a Company Secretary shall be:

  • A natural person
  • 18 years of age and above
  • A Malaysian citizen or Permanent resident in Malaysia (who reside in Malaysia by having a principal place of residence)
  • A member of any one of the professional bodies nominated by the Ministry of Domestic Trade, Cooperative and Consumerism
  • Is not convicted of any crime of declared as bankruptcy

The professional body nominated by the Ministry of Domestic Trade, Cooperative and Consumerism includes those who have license from:

  • The Malaysian Association of Company Secretaries (MACS)
  • The Malaysian Institute of Chartered Secretaries and Administrators (MAICSA)
  • The Malaysian Institute of Certified Public Accountants (MICPA)
  • The Malaysian Bar
  • The Malaysian Institute of Accountants (MIA)
  • The Advocates’ Association of Sarawak
  • The Sabah Law Association

According to the Companies Commission of Malaysia – Suruhanjaya Syarikat Malaysia (SSM), in order for a person to obtain a Company Secretary license:

Minimum qualification

Sijil Pelajaran Malaysia (SPM) or equivalent (credit in Bahasa Malaysia and English)

Experiences

Education level:Minimum experiences:
Sijil Pelajaran Malaysia (SPM) / Sijil Tinggi Pelajaran Malaysia (STPM)Minimum 5 years working experience
Holders of a certificate in the field of company law, company secretarial practise, management, business administration or accountingMinimum 3 years working experience
Diploma in the field of company law, company secretarial practise, management, business administration or accountingMinimum 2 years working experience
Degree in the field of company law, company secretarial practise, management, business administration or accountingMinimum 1 year working experience​

What are the Roles and Responsibilities of a Company Secretary

A company secretary upholds a wide range of roles and responsibilities in a company and some of the core duties are highlighted below.

Advise on registration and governance of a Company

Even though a person has the option to incorporate a Company on his own, it is always better to appoint a licensed Company Secretary to initiate the incorporation application. This is to avoid any complication during the process itself.

A Company Secretary is also in charge to advise a client on their corporate restructure, mergers, acquisition, good corporate governance as well as the procedure to strike off or wind up of a Company.

Ensure the Company abide to the rules and regulation imposed by Government

The Companies Act 2016 has pretty much simplified the governance for Private Limited Company (Sdn. Bhd.). However, a Company need not only to comply with the Companies Act 2016, but there is also other regulation such as Tax Act, licenses, EPF, SOCSO etc.

The Company Secretary is able to advise the client to get in touch with relevant professional bodies in order to provide necessary services.

Document meeting minutes and resolutions

In accordance with Companies Act 2016, a Private Limited Company (Sdn. Bhd.) is no longer compulsory to conduct an Annual General Meeting (AGM). However, it is not the case for a Public Limited Company (Berhad). Hence, a meeting conducted by the Board of Directors must be attended by the Company Secretary.

They will need to ensure:

  • Preparation of meeting agenda is done accordingly

  • Ensure meeting are properly called, constituted, and carried out in accordance with the law of meeting

After meeting is done, a Company Secretary is responsible to prepare the minutes and follow up on the decision made as instructed. Once a decision is made, a Company Secretary may then prepare the Board Resolution for signing and will be taken ad evident that a Company has conclude a decision.

Ensure Company details are up to date

The Company details such as directors, shareholders, shares as well as constitution are up to date. If there are any changes occurs, a Company Secretary will need to notify SSM within 30 days of a resolution is passed.

Other documents such as constitution (if any), minute books, financial statements, meeting minutes and resolutions are kept at registered office by the Company Secretary.

Record Financial Year End (FYE) of a Company

The financial year end date is basically when the Company closes its financial annual account. Once the board has decided on the Company FYE, the Company Secretary should be notified for them to prepare a resolution. This is normally done during Annual General Meeting (AGM).

Appointment of Auditor

Even though a Private Limited Company (Sdn. Bhd.) has the option to opt for unaudited financial statement given they meet the criteria:

  • Dormant companies
  • Zero-revenue companies
  • Threshold-qualified companies

An appointment of auditor is still crucial as a Company grows. Appointment of auditor must be done by the auditor providing consent to act before providing the services.

Verification of stakeholders’ identity and lodge declaration of beneficial ownership

One of the initial steps to incorporate a Company is by going through the Know Your Client (KYC) procedure. This stage is for the Company Secretary to ensure all appointed stakeholders are who they claim to be and is not disqualified to be a stakeholder within a Company.

The Company Secretary will also need to obtain and maintain the records of declaration of beneficial ownership upon receiving the information from stakeholders.

Lodge of annual compliance as per required by SSM

The Companies Commission of Malaysia – Suruhanjaya Syarikat Malaysia (SSM) has gazetted for each Company Secretaries to lodge two items:

  • Annual return – filed every anniversary (incorporation) date annually
  • Financial statement (audited / unaudited) – filed within 6 months after FYE

These documents must be lodged at the appointed date. There will be penalties for those who failed to adhere to the requirement stated by Companies Act 2016. Company Secretaries must ensure strict compliance with the datelines furnished.

A company secretary plays an important role in an organisation as the prime duty is to oversee the statutory compliance of the company. The role of a company secretary is as important as the other top-tier officers in the organisation. This role is in addition to the company secretary playing a key role in the administrative tasks relating to corporate matters. Generally, the company secretary is considered as a confidant of the company and counsellor to the directors and members of senior management.

Corporate Secretarial checker

Thinking of setting up a company in Malaysia or looking to appoint a company secretary? Reach out to us and see how we can assist in your business journey!

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FAQs

Can a company secretary be appointed at the point of incorporation?2021-09-30T14:06:04+08:00

The appointment of a company secretary at the point of incorporation is optional. Under section 236 of the Companies Act 2016, the Board must appoint a company secretary within 30 days from the date of incorporation of a company.

What is the definition of “next of kin” referred to under section 209(3)?2021-09-30T14:05:35+08:00

The “next of kin” referred to under section 209(3) is not defined in the Companies Act 2016. However, for the purposes of the section, a Practice Note will be issued to address the definition.

Can companies switch between having a single director to multiple directors and back again anytime they like?2021-09-30T14:05:11+08:00

Yes, provided there are no restrictions as contained in the constitution of the company and the follow the requirements as stipulated in the Companies Act 2016.

What will happened to a company if a single director who is also the single shareholder passed away?2021-09-30T14:04:35+08:00

In the event a single director who is also the single director passed away, the company secretary has the duty under section 209(3) to call a meeting of next of kin for the purposes of appointing a new director. If the next of kin failed to appoint a director within 6 months of the death of the director, the Registrar may direct the company to be struck off the register.

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4 Discussions

  1. Ramu September 3, 2021 at 7:57 pm - Reply

    If the share transfer not stamped and in ssm portal the share was transfered ready. Any penalise for the secretary.

  2. kartialiny June 30, 2020 at 5:49 pm - Reply

    Where in the law states that a company sec has to be present at all EGM or meetings of a company?

    • Tiwi July 15, 2020 at 9:27 am

      Hi Kartialiny
      Company Secretaries are required to keep SSM updated to the proceedings of EGMS, and record the minutes of EGMs. Hence, they must be present for these meetings. If you have any further inquiries, please contact us at Paul Hype Page.

      Thank you for your comment.
      Warm regards
      Paul

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