COMPANY SECRETARY

  • a person who occupying a position as company secretary in a company
  • as if a chief administrative officer who is entrusted with legal responsibilities
  • not a clerical nor a secretarial staff in the general sense
  • playing an important role in a company
  • ensure their clients comply with relevant legislation and regulations
  • keeps the Board of Directors informed of their legal obligations
  • a company shall not disengage the company secretary for more than 30 days at any one time

REQUIREMENTS FOR A COMPANY SECRETARY

Every company shall have at least one named Company Secretary who shall be —

  • a natural person
  • 18 years old and above
  • citizen or permanent resident of Malaysia
  • ordinarily reside in Malaysia by having a principal place of residence in Malaysia
  • of sound mind
  • not a bankruptcy and has not been convicted and imprisoned

QUALIFICATION OF COMPANY SECRETARY

A person is qualified to act as a Company Secretary provided he is either:

(i)  A Member of a Professional Body

  • The Malaysian Institute of Chartered Secretaries and Administrators (MAICSA);
  • The Malaysian Institute of Accountants (MIA);
  • The Malaysian Institute of Certified Public Accountants (MICPA);
  • The Malaysian Bar;
  • The Sabah Law Association;
  • The Advocates’ Association of Sarawak;
  • The Malaysian Association of Company Secretaries (MACS); or

(ii)  Licensed by the Companies Commission of Malaysia.

ROLE AND DUTIES OF COMPANY SECRETARY

  • as a liaison officer between the Directors and Shareholders
  • act as a communication channel between the Company and Suruhanjaya Syarikat Malaysia (SSM) and others legislative departments
  • understand and interpret the requirements and obligations in Constitution and Memorandum and Articles of Association
  • maintain statutory registers by keeping and updating statutory books
  • update changes of Company’s information to SSM from time to time.
  • ensure clients comply with the Companies Act 2016
  • handle all paperwork, statutory documents and procedural matters which involve the operation of a company
  • file audited financial statements and annual return within the stipulated deadline
  • oversee and make arrangement to allow shareholders and others to inspect certain statutory books of a company
  • protect the company’s statutory registers
  • send out notices of all board of directors’ meetings and general meetings, organise meetings, attend and record minutes of meetings
  • implement the decision of the board and general meetings
  • ensure required legal documentations are prepared
  • ensure all statutory returns are lodged on time
  • keep and maintain various registers at the registered office

APPOINTMENT OF COMPANY SECRETARY

A person can be appointed as company secretary provided that —

  • he has consented in writing to act as company secretary
  • he is a member of professional body stated above or licensed by Companies Commission of Malaysia
  • he is not a bankruptcy
  • he is not convicted of an offence in the promotion, formation, or management of a company
  • he is not convicted of an offence involving bribery, fraud and dishonesty
  • he is not convicted for not exercising his/her power for a proper purpose and in good faith in the best interest of the company
  • he is not convicted for not acting in the best interest of the company
  • he is not convicted for improper use of company’s property, position, corporate opportunity or competing with the company
  • he is not convicted for entering transactions with directors, substantial shareholders or connected persons
  • he is not convicted for not keeping proper books of accounts
  • he has not been disqualified under the power of a court
  • he is not ceased to be a practicing certificate holder issued by SSM

RESIGNATION OF COMPANY SECRETARY

  • company secretary may resign by giving a letter of resignation to the board
  • company secretary position shall not be left unfilled for more than 30 days
  • notification for change of Secretaries reflecting the resignation of company secretary must be lodged with the Companies Commission of Malaysia

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