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:
Sijil Pelajaran Malaysia (SPM) or equivalent (credit in Bahasa Malaysia and English)
|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 accounting||Minimum 3 years working experience|
|Diploma in the field of company law, company secretarial practise, management, business administration or accounting||Minimum 2 years working experience|
|Degree in the field of company law, company secretarial practise, management, business administration or accounting||Minimum 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: