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.

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 1965 and every company must appoint at least one secretary. 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 the standard legal and financial practices and in charge of overseeing the corporate governance standards. Generally, the company secretary does not involve in the legal matters of the company or giving any legal advice but having an in-depth knowledge of the laws involving the specific duties will help in the various functions and roles of a company secretary.

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

To be a company secretary in Malaysia, one should possess several qualifications as it is a legal requirement for every companies to appoint one.

Pursuant to the Malaysian law under the Section 235 of the Companies Act 2016, a company must have at least one company secretary who is a natural person of 18 years old and has a principal or place of residence in Malaysia. He or she must also possess at least one of the qualifications below:

  • A chartered accountant who is registered under the Malaysian Institute of Accountants (MIA).
  • A chartered secretary who is registered under the Malaysian Institute of Chartered Secretaries and Administrators (MAICSA)
  • A licensed secretary who is licensed by the Company Commission of Malaysia to be a company secretary
  • A lawyer who is registered with Malaysian Bar or any relevant authorities

Also, a company secretary must not be bankrupt and is not convicted of any offence under Section 130 of the Companies Act.

Corporate Secretarial checker

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.

  1. Understanding the Company

The appointed company secretary will need to first and foremost learn how the company operates. Not limited to that, the secretary would also need to dive deep in the organisation of the company to fully understand all the moving pieces in the business operations. By doing this, the company secretary will be able to grasp the extent of the company fully. As the role of a company secretary is an important one, they will need to understand all the ins and outs of the company.

  1. Ensure Compliance with Statutory Requirements

The company secretary acts as an official liaison officer for your company as they are the bridge between the company and the Companies Commission of Malaysia or known locally as Suruhanjaya Syarikat Malaysia (SSM). Under the statute of Malaysia’s Companies Act 1965, the company secretary will assist in the preparation and submission of company’ statutory returns to SSM.

  1. Preparing Minutes, Resolutions and Attend Meetings

The company secretary is required to attend Board meetings or general meetings and is responsible for taking the meeting minutes. They will be present in the meetings to attend to Board members at the office and is relied on providing advice to the members of the company as well as other senior officers in the company.

A company secretary is to prepare resolutions by way of circular resolutions whenever needed by the Board or its members. Another major responsibility of the company secretary is to prepare and file the Annual Returns of the company to SSM.

  1. As an Advisor to the Company 

In general, company secretaries are present for general advisory services to make sure that all company records are kept and updated properly in accordance with the current legislation in Malaysia.

  1. Other duties 

A company secretary also works on other random support services such as:

  • Transferring of company shares, certificate splitting for shares and creating copies of share certificates.
  • Preparing documents and authorising changes in name of the company or changes in directors.
  • Certification of documents
  • Preparation of official documents required under the Companies Act 1965

To conclude, a company secretary upholds a wide range of responsibilities. By being the senior corporate officer, the company secretary acts as the focal point for communication with the company’s main stakeholders such as the board of directors, shareholders and senior management.

A company secretary plays an important role in an organization 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 organization. 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.