Every company operating in Malaysia is expected to appoint a company secretary at the point of incorporation or at least within 30 days of acquiring the Certificate of Incorporation. The company secretary plays a crucial role in the compliances of the company with existing laws and is the official liaison person for the company to the authorities.

Responsibilities of a Company Secretary

Apart from handling administrative matters, the role a company secretary has since ‘evolved’ into an important figure in every company. and is required to ensure a smooth running of the company. Here are some of the daily tasks that a company secretary does:

  • Acts as an officer for the company and an advisor to the Board of Director, providing operational advice
  • Ensuring the various compliances with the statutory Requirements and Advisory
  • Preparation of board meetings and as liaison between shareholders and the company
  • Filing of annual returns and full accounts in a timely manner
  • Ensuring the safety of company seal, preventing unauthorised usage
  • Primary point of contact for shareholders regarding corporate governance matters

There are also certain qualities and requirements of a company secretary that can be found here.

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FUN FACT: A company secretary who has direct reporting to the Board will always get a chance to meet Board of Directors, which is available to only selective seniors!

What are the Roles of a Company Secretary in Malaysia

The company secretary is required to handle the incorporation documents and to ensure that all documents are verified and accurate before submitting to SSM.

He also prepares the Article of Association as well as the Memorandum of Association to ensure that all statutory details are recorded. Lastly, he is also required to guide the directors through the process of declaration for avoidance of conflict of interest.

Aside from those, there are 2 other roles for a company secretary in Malaysia:

1. Advisory role on compliance with statutory requirements

Being the official contact point for communications, preparations, and submission of documents, he is also to ensure that the company is always in compliant with the legislation outlined in CA 2016 at all times.

2. Role in keeping company books

Company’s books are kept by the secretary and is expected to keep all books right from the company’s incorporation which includes the Register of Directors, Register of members, company certificate, etc. The book must be timely updated and secured from tampering or any damage that might possibly be done to destroy the records in the books.

Corporate Secretarial checker

How to Appoint a Company Secretary in Malaysia

The first company secretary of a company at the point of incorporation is proposed in the Articles of Association. Any subsequent appointment of secretary will be done by the board which only requires the formal board resolution.

The company secretary submits the incorporation documents, including his name as the company secretary on Form 49 to the SSM within 30 days of receiving the Certificate of Incorporation. The Registrar of companies will then record the name in the Companies Register within one month of receiving the form.

Small and Medium Enterprises (SMEs) may not have enough resources to keep a fully legal department headed by a company secretary and hence, the company can engage corporate secretarial services to carry out the duties of a company secretary.

How to Remove a Corporate Secretary in Malaysia

A company secretary may resign by a notice to the board. The position of the vacant company secretary must not be left unfilled for more than 30 days. Form section 58 – reflecting the resignation and appointment of new secretary must be lodged with the Registrar of Companies within 14 days. In practice, the removal and appointment of company secretary is done simultaneously.

In any case of a company secretary deciding to resign, he/she will have to follow the procedure as stated below.

  • Company secretary will issue a letter of resignation to the board of director
  • The position of the company secretary is to be filled within 30 days of the declaration of the vacancy
  • New secretary to submit Form 49 to the Registrar of companies and record the changes accordingly in the company’s Register

Disqualifying a Company Secretary

There are rules and regulations for every company secretary to stick by, and failure to do so will result in their disengagement from the company.

  • A declaration of bankruptcy by the company secretary
  • A criminal conviction within or out of Malaysia for any offence in the Companies Act
  • When he ceases to be a member of a body prescribed by the Minister under which the company secretary was admitted
  • When the company secretary ceases to be a holder of a valid license

Ready to incorporate a company in Malaysia or require a corporate secretary? Reach out to us and we’ll be glad to help you in your entrepreneurial journey!

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FAQs

Can I appoint more than 1 company secretary?2021-09-28T22:58:05+08:00

Yes, a company can have more than 1 company secretary.

Can a company secretary certify documents?2021-09-28T22:57:34+08:00

He or she may be required to execute official documents with a company director under the common seal. Generally, a company secretary can issue certified copies of company resolutions along with any one of directors, which is considered proof of passing of the resolution.

Why is a Company Secretary needed?2021-09-28T22:56:37+08:00

The law requires that every company (Sdn Bhd or Berhad) MUST appoint at least one Company Secretary.

The directors cannot be company secretaries at the same time.

A company secretary appointed by the Board of Directors will look after and conduct all procedural matters as required under the Companies Act.

The company secretary is able to keep tabs of different regulations that touch the company’s matters. This is important as the business environment is fluid and the company may be caught unawares and unprepared by laws that would have disastrous bearing on the company.

A company secretary can quicken the process of company incorporation.

A company secretary will look after the interests of the company and the board of directors ensuring that these parties are not exposed to liability when operating in Malaysia.

Who qualifies as a Company Secretary?2021-09-28T22:53:38+08:00

The Companies Act of Malaysia sets the qualifications for a company secretary as:

A member of a professional body or any other body prescribed by the Malaysia Ministry of Trade. Company secretaries can be drawn from these bodies:

  • A Chartered Accountant registered under Malaysian Institute of Accountants (MIA) )
  • A Chartered Secretary registered Malaysian Institute of Chartered Secretaries and Administrators (MAICSA) )
  • A Licensed Secretary licensed by Company Commission of Malaysia to be company secretary)
  • A Lawyer registered with Malaysian Bar, or relevant authorities.
  • The person has a license from the Companies Commission of Malaysia (CCM) that was also known as Registrar of Companies ROC). Any person practicing without a license is liable for prosecution and a penalty not exceeding Five Thousand Ringgit.
  • The company must name a company secretary at the point of submitting incorporation documents to the Registrar of Companies, also known as Suruhanjaya Syarikat Malaysia (SSM). If this is not done, the company must do so within 30 days of receiving the Certificate of Incorporation.

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