Can a Director be a Company Secretary in Malaysia?
Yes. A director can be a company secretary. It is important to note that there are a substantial number of documents that need to be signed by the director and the company secretary. In these cases, a sole director cannot sign on behalf of a secretary.
A company secretary is appointed for the purpose of reducing the number of responsibilities a director needs to oversee. As such, having one individual performing both roles cannot justify the essential responsibilities associated with both positions.
The Role of a Company Secretary in Your Business
The most misinterpreted job scope for a Company Secretary is that people always assume that this person is only in charge of the annual compliance of the Company. Even though it is not far off from the truth, a Company Secretary is also responsible in advising the Board of any legal matters as well as ensuring the Company abides with the regulation imposed by the Government.
Company Registration and Governance
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 regulations 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.
Attend Meetings and Prepare Company Resolutions
According to the Companies Act of 2016, it is no longer compulsory for a Private Limited Company (Sdn. Bhd.) to conduct an Annual General Meeting (AGM). However this does not apply to Public Limited Companies (Berhad). As such, the secretary must attend nearly every board meeting. He or she must also file for annual returns within a given deadline.
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 Statutory Records are up to date
Should there be any changes, the secretary should ensure company details (such as directors, shareholders, shares and constitution) are kept up to date. He or she is also responsible for safeguarding important company documents such as Certificate of Incorporation, Memorandum and Article of Associations, and Share Certificates in a secure place.
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 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:
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:
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.