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.
Advise on registration and governance of a Company
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 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 notified 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.