The company secretary is an essential member of the company’s management, and it is a legal requirement that a secretary be appointed after the company’s incorporation. This guide will elaborate on the roles and duties of a company secretary in Malaysia.
Let’s start with the requirements.
Company secretary requirements in Malaysia
A company in Malaysia must have at least one secretary and must meet the following requirements:
- A natural person
- Eighteen years or above
- Malaysian citizen or permanent resident who ordinarily resides in Malaysia
- A member of any professional body recognised by the Companies Commission of Malaysia, which includes:
- The Malaysian Association of the Institute of Chartered Secretaries and Administrators (MAICSA)
- Malaysian Association of Company Secretaries (MACS)
- The Malaysian Bar
- Malaysian Institute of Accountants (MIA)
- Malaysian Association of Certified Public Accountants
- The Sabah Law Association
- The Advocates’ Association of Sarawak
Company secretary disqualifications
A person is disqualified from acting as a secretary if the individual:
- Is an undischarged bankrupt
- Convicted inside or outside Malaysia of offences under section 198
- Ceases to be a holder of the certificate issued by the Registrar under section 241
Appointment, resignation and removal of a company secretary
Appointment of a company secretary
Secretaries must be appointed within 30 days from the company’s incorporation date. The person to be appointed as the company secretary must consent in writing to be appointed as the secretary.
The Companies Act requires that every company have at least one company secretary, but more than one secretary is allowed.
Information that must be entered into the register book includes the following:
- Full name
- Residential address
- Business address (if any)
- Details of qualifications
Resignation of a company secretary
A company secretary can resign by submitting a notice to the Board. Once the notice is submitted, the secretary shall cease to be the secretary within 30 days since the notice was lodged or the period specified in the constitution or terms of appointment.
The company must notify the Registrar within 14 days after a person ceases to be the company secretary.
Removal of a company secretary
According to section 239 of the Companies Act, the board may remove a secretary through a board resolution office in accordance with the terms of appointment or the constitution.
Duties and responsibilities of a company secretary
Duties and responsibilities of a company secretary in Malaysia include:
- Attend board meetings
- Ensure the company is in accordance with the Companies Act
- Maintain secretarial records of the company
- Handle and organise the Annual General Meeting
- Maintain regular communications with shareholders and directors
- Prepare and file the company’s annual return
- Update and maintain the company’s statutory books and documents
- Update the Companies Commission of Malaysia (CCM, or “SSM” in Malay abbreviation) about any changes in the company’s statutory information
Can a director be the company secretary?
It is possible for a single director to act as a company secretary.
However, section 242 of the Companies Act prohibits a person from acting in a dual capacity, such as a situation that requires both a director and secretary or an act that must be executed by two different persons.
All companies are required to appoint a company secretary to carry out various functions related to running the company and keeping the company in compliance with the Companies Act and related by-laws. Acclime offers a wide range of company secretary services in Malaysia. Contact us now and request a customised quote.
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