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.
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