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Roles and Responsibilities of a Company Secretary in Malaysia

The appointment of Company Secretary is part of the legal requirement according to the Companies Act 1965 – every company must appoint at least one secretary (a company is allowed to appoint more than one secretary).
 

Eligibility of Company Secretary

According to the Companies Acts 1965 Section 139A (a) & (b), the eligibility to be the company secretary is as follows:

  1. He or she shall be a natural person of full age (18 years old) who has his or her principal or only place of residence in Malaysia, and
  2. He or she is a Chartered Accountant (registered under Malaysian Institute of Accountants (MIA) ), or
  3. He or she is a Chartered Secretary (registered under Malaysian Institute of Chartered Secretaries and Administrators (MAICSA) ), or
  4. He or she is a Licensed Secretary (licensed by Company Commission of Malaysia to be company secretary), or
  5. He or she is a Lawyer (registered with Malaysian Bar, or relevant authorities)
  6. He or she must not be bankrupt and is not convicted of any offence under Section 130(1) of the Companies Act.

 

Roles and Responsibilities of a Company Secretary

The roles and responsibilities of a Company Secretary in Malaysia are outlined in the Secretary Association, which is governed and regulated by the Company Commission of Malaysia.

Here are the responsibilities of the Company Secretary at one glance:

1. An Officer of the company and advisor to the Board

  • He or she is familiar with the provisions of the Memorandum and Articles of Association of the company.
  • He or she is well versed in the compliance of numerous statutory and regulatory bodies.
  • He or she is responsible to ensure correct procedures are followed and remains compliant with the Company’s Memorandum and Articles of Association (M&A) and the Companies Act.

2. Compliance with Statutory Requirements and Advisory

  • The Company Secretary has the responsibility to ensure the company is compliant with legislation as in Companies Act.
  • He or she acts as the official liaison party for the company to communicate, prepare, and submit Statutory Returns with the Suruhanjaya Syarikat Malaysia (SSM).
  • He or she must ensure that any alteration in the company’s statutory information will be lodged with the registrar of Companies together with the duly completed [relevant prescribed] documents in a timely manner.
  • The Company Secretary should advise the board of directors of the relevant dates for holding the company’s annual general meeting.

3. Preparation of Board Meetings

  • The Company Secretary is required to attend any of the board meetings and provide general advice on matters relating to company secretarial matters when required.
  • The Company Secretary is a link between shareholders and the company. In other words, he or she will send out notices (circular resolutions) and liaise with shareholders regarding any shareholder meetings and the Annual General Meeting (AGM) or Extraordinary General Meeting (EGM).

4. Filing annual returns

A Company Secretary is also responsible for the completion and timely submission of the company’s annual return and full accounts by the statutory deadline.

5. Custody of the company seal

He or she is responsible to ensure the safe custody of company seal.

6. Primary point of contact

The Company Secretary is the primary point of contact for institutional and other shareholders, especially with regard to matters of Corporate Governance.

In addition to all the responsibilities, the Company Secretary is also a key member of the company in the implementation of corporate acquisitions, disposals and mergers, while protecting the company’s interests by ensuring the effectiveness of all documentation, ensuring due diligence disclosures, enabling proper commercial evaluation prior to completion of a transaction; ensuring timely execution of documentation etc.

On a final note, it is a mandatory legal requirement for every company to appoint at least one Company Secretary in their company. Feel free to contact us whenever you need any kind of assistance in the appointment of a Company Secretary.