Malaysia Company Secretary

Name: Paul Hype Page & Co (Malaysia)
Price range: $$

MALAYSIA COMPANY SECRETARY: THINGS YOU NEED TO KNOW

Discover the important bits to Malaysia company secretary that every entrepreneur, investor, and business owner should take note.

Every Malaysian company must appoint a company secretary within 30 days from the date of incorporation

Must be a Malaysian citizen or Permanent Resident in Malaysia that is above 18 years of age and a member of at least one professional bodies

Single director and company secretary can be the same individual

Paul Hype Page & Co. corporate service professionals

FIND OUT MORE >

WHO IS QUALIFIED TO BE COMPANY SECRETARY IN MALAYSIA?

According to Section 235 of Companies Act 2016, the requirements to become a Company Secretary in Malaysia are:

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:

Minimum qualification

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

ROLES & RESPONSIBILITIES OF A MALAYSIA COMPANY SECRETARY

Advise on registration and governance of a Compan

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 notify 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.

FACTORS TO CONSIDER WHEN HIRING A COMPANY SECRETARY IN MALAYSIA

With the increasingly importance of a company secretary, the onus is on the company to hire the right one that best suits the business. Here are some tips that you should 4 factors you should consider before hiring a company secretary:

Having clear understanding of the Malaysian Company Laws

As a secretary is the legal assistance of a company, it only makes sense to appoint someone that is familiar with the laws and regulations of Malaysia.

With an incompetent secretary, there might be risks that your company breaching certain laws and incurring penalties or getting yourself into court cases not in your favor.

For example, company secretary of an auditing firm should know when to submit the audited annual reports to the registrar, failure to do so will result in fines which is not ideal.
Proficient communication skills

A company secretary acts and represents the company while conversing with external stakeholders such as shareholders and directors.

They must also be able to facilitate general meetings, annual general meetings as well as meeting with the directors of the company.

Accompanied with their knowledge of legal matters, they are no doubly able to provide professional and unbiased advice to the audience.

Administrative skills

Apart from bring the company’s ‘right-handed man’, company secretaries should also be able to handle other financial tasks such as filing tax returns as well as annual reports. They should also be able to pick up calls and answer any quires a customer may have.
Efficient financial analytic skills

A company secretary should also be able to handle financial statements, hence it is only logical that the secretary you hire should have an above average familiarity with financial knowledge.

This will lower the risks of misstatements made by inexperienced secretary, causing the company to make a loss because of a simple information the inexperienced secretary has missed out.

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 COMPANY 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

CHECK YOUR AGM & ANNUAL FILING DUE DATE

Enter your company name to generate the dates for your AGM and annual filing.

WHY APPOINT US AS YOUR SINGAPORE COMPANY SECRETARY?

Online corporate secretarial platform with full documents

ONE-STOP CORPORATE SERVICE PRODIVDER IN MALAYSIA

Centralise all your business requirements by engaging a top regional corporate service provider beyond just Malaysia corporate secretarial services. Find out why we can be your enabler of your business success and growth.

Malaysia company registration

Malaysia employment pass & work visa application

Bank account opening

Accounting & auditing

Annual reporting

Asset Management

FIND OUT MORE >

MALAYSIA CORPORATE SECRETARY FAQs

We’ve handpicked the top 9 questions that we get asked a lot when it comes to company secretary in Malaysia.

What are the core duties of a Corporate Secretary?Tommy2021-06-04T21:23:18+08:00

What are the core duties of a Corporate Secretary?

They should be well-versed with the following,

Duty in relation to registered office and registers to be present at the registered office of the company, maintain registered and provide statutory documents.
Duty to act honestly and use reasonable diligence in managing the meetings and resolutions or advising of statutory and governance requirements.
Duty as reporting institutions to comply with Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001.
Duty as member of approved body to upkeep their practising certificate and to engage in Continuing Professional Education.
Duty relating to practicing certificate in acting in his capacity as a secretary.

What should I look out for when appointing a Corporate Secretary?Tommy2021-06-04T21:20:55+08:00

What should I look out for when appointing a Corporate Secretary?

The candidate should meet the following criteria;

A natural person
18 years old and above
A citizen or permanent resident of Malaysia
A person holding required license, qualification or practicing certificate
Highly knowledgeable and hold a keen interest in company law and governance.
Keen eye for detail
Work well with people from all levels.
Write clearly and fluently.
Adept at processing high volumes of information.
Trustworthy, as the user will be handling a bunch of confidential documents.
Residing in Malaysia.
… and more

There are more factors to take note when looking for one and you can refer to them over here.

Do I need a Corporate Secretary for my company?Tommy2021-06-04T21:17:16+08:00

Do I need a Corporate Secretary for my company?

Yes, it is mandatory to appoint a Corporate Secretary under the Companies Act 2016. Every company should have at least one Corporate Secretary.

The Double Tax Treaty is an avoidance of double taxation agreement between whom and what is its purpose?Tiwi2021-06-07T21:21:31+08:00

The Double Tax Treaty is an avoidance of double taxation agreement between whom and what is its purpose?

A Double Tax Treaty is an agreement between governments and not states or counties or provinces with the purpose of avoidance of double taxation and prevention of fiscal evasion with respect to taxes on income.

Can shares be transferred to previous owner of the same shares?Tiwi2021-06-07T20:07:10+08:00

Can shares be transferred to previous owner of the same shares?

There are no restrictions regarding the ownership of shares by someone who has previously owned the same shares of the same Sdn Bhd company. Therefore, shares of a Sdn Bhd company can be transferred to a previous owner of those same shares. Of course, the final outcome of such a share transfer, as is the case with any other share transfer, is dependent on the consent of the existing owner of the share.

Is there a limit to how many shares can be transferred at once?Tiwi2021-06-07T20:02:14+08:00

Is there a limit to how many shares can be transferred at once?

A shareholder cannot transfer an unlimited number of shares. This is because there must be a limit to how many shares are available to be purchased. When any company in Malaysia first commences its business operations, it will issue a certain number of shares. Therefore, the number of shares transferred by the shareholder can exceed neither the number of shares held by the individual who is transferring the shares or the company.

Are all companies in Malaysia required to hold EGMs?Tiwi2021-06-07T20:09:04+08:00

Are all companies in Malaysia required to hold EGMs?

In Malaysia, there is no statutory requirement for any company to hold any extraordinary general meetings (EGMs). Only annual general meetings (AGMs) are legally required to be held according to the latest edition of Malaysia’s Companies Act.

However, this lack of legal requirement regarding EGMs might not necessarily extend to certain companies. This is the case because such companies have stipulations regarding the holding of EGMs within their company regulations or Articles of Association. Such stipulations may sometimes require the company to hold an EGM at certain points. Any such stipulations are required to be followed unless they are amended at any point. In this regard, the holding of an EGM differs from the holding of an AGM in Malaysia because a company must hold an AGM even if it not bound by stipulations contained in its Articles of Association.
The Companies Act contains further information related to the holding of AGMs and EGMs in Malaysia.

Can Business Entities other than Sdn Bhd Companies be struck off or wound up?Tiwi2021-06-07T20:10:53+08:00

Can Business Entities other than Sdn Bhd Companies be struck off or wound up?

Sole proprietorships and partnerships are not closed down in the same way as are Sdn Bhd companies. Thus, they are neither struck off nor wound up in the conventional manner.

How is Income Tax submitted in Malaysia?Tiwi2021-06-07T21:23:01+08:00

How is Income Tax submitted in Malaysia?

Every individual who is to be taxed is required to declare income to IRB. The taxpayer is responsible for obtaining and forwarding the Income Tax Return Form (ITRF). The taxpayer has to submit an ITRF that has been duly completed before April 30 every year.

Got other questions?

Drop us a message through our contact form.

EXPERT GUIDES ON MALAYSIA CORPORATE SECRETARY

Equip yourself with business knowledge to ensure that you engage the right company secretary for your business and how you can stay compliant with Malaysia’s Company Act 2016.