Company secretary roles and responsibilities in Malaysia explained.

Company secretaries in Malaysia handle statutory compliance, corporate governance and board administration. Under the Companies Act 2016, all Malaysian companies must appoint a qualified company secretary to manage regulatory filings, maintain statutory records and ensure compliance with legal requirements.

This article covers the roles and responsibilities of company secretaries in Malaysia.

Malaysia’s legal framework

To understand the role of company secretaries in Malaysia, it is essential to examine the legal framework governing their position. The Companies Act 2016, which replaced the earlier Companies Act 1965, outlines the requirements and duties of company secretaries. This act modernised Malaysian company law and brought about significant changes to the corporate landscape, including the role of company secretaries.

Under Section 235 of the Companies Act 2016, every company must appoint at least one company secretary who must be:

• A natural person
• Of full age (18 years and above)
• A citizen or permanent resident of Malaysia
• Ordinarily residing in Malaysia

Furthermore, the Act stipulates that the company secretary must be:

• A member of any professional body recognised by the Companies Commission of Malaysia (SSM), which includes:
  • Malaysian Chartered Secretaries and Administrators (MAICSA)
  • Malaysian Association of Company Secretaries (MACS)
  • Malaysian Bar
  • Malaysian Institute of Accountants (MIA)
  • Malaysian Institute of Certified Public Accountants (MICPA)
  • Sabah Law Association
  • Advocates’ Association of Sarawak
• A person licensed by the SSM

These stringent requirements ensure that company secretaries possess the necessary qualifications and expertise to effectively fulfill their role.

Key responsibilities of a company secretary

The responsibilities of a company secretary in Malaysia are diverse and extensive. They can be broadly categorised into the following areas:

Compliance and regulatory duties

A core function of the company secretary is to ensure that the company remains compliant with all relevant laws, regulations and corporate governance standards. This includes maintaining up-to-date statutory registers and records, such as details of shareholders, directors and charges. Company secretaries are also responsible for preparing and submitting various forms to the SSM within the required timeframes.

They must stay up-to-date on any changes in legislation, including company law and securities regulations, and advise the board on how these changes affect the business. In addition, they are tasked with ensuring that the company’s operations are consistent with its constitution (formerly known as the Memorandum and Articles of Association).

Board support and governance

Company secretaries support the board of directors and strengthen the company’s corporate governance practices. They are responsible for organising and attending board meetings, preparing agendas, distributing board papers, recording minutes and ensuring that meetings are conducted in accordance with proper procedures.

In addition to administrative duties, company secretaries provide valuable guidance to the board on governance matters and help establish effective governance frameworks. They also assist in carrying out annual board performance evaluations and follow through on recommendations for improvement. Moreover, they help identify and manage conflicts of interest among directors and senior management, maintaining transparency and integrity at the board level.

Shareholder communication and meetings

Maintaining clear and effective communication with shareholders is another key responsibility. Company secretaries organise and manage all aspects of annual general meetings (AGMs) and extraordinary general meetings (EGMs), from issuing meeting notices to overseeing the voting process.

They are also responsible for maintaining accurate shareholder records and coordinating with finance teams to ensure the timely payment of dividends. In many cases, the company secretary serves as a direct point of contact for shareholders, addressing queries and providing information about the company’s affairs.

Corporate transactions and restructuring

Company secretaries are involved in significant corporate transactions and restructuring activities. They assist with mergers and acquisitions by preparing necessary documentation and ensuring compliance with relevant regulations.

Additionally, they oversee the issuance and transfer of shares and support changes in the company’s share capital or corporate structure. Their involvement helps facilitate smooth transitions during complex corporate events.

Liaison with regulatory bodies

As a key liaison, company secretaries manage the company’s interactions with various regulatory authorities. They handle all formal correspondence and submissions to the SSM, ensuring that filings are accurate and timely.

For listed companies, they also engage with the stock exchange on matters such as public announcements and compliance with listing rules. Depending on the industry, company secretaries may need to coordinate with specific regulators to meet sector-based requirements.

Risk management and compliance

The scope of a company secretary’s role has evolved to include responsibilities related to risk management and internal compliance. They help develop and implement compliance programmes that ensure the company adheres to regulatory obligations across various operational areas. In some cases, company secretaries identify and assess potential corporate risks. They also support the audit committee by contributing to financial reporting processes and strengthening internal controls.

Corporate social responsibility and sustainability

With increasing attention to corporate social responsibility and sustainability, company secretaries are often involved in shaping the company’s approach to these areas. They help develop corporate social responsibility (CSR) policies and implement initiatives aligning with the company’s values and stakeholder expectations.

They may also be responsible for preparing sustainability reports following global reporting standards. As part of this role, company secretaries also help manage relationships with key stakeholders, including local communities and environmental groups.

Appointment, resignation and removal of a company secretary

The process of appointing, resigning or removing a company secretary in Malaysia is governed by specific legal procedures outlined in the Companies Act 2016 or Constitution of a company. Understanding these processes is crucial for companies to ensure compliance and smooth transitions in this vital role.

Appointment of a company secretary

The appointment of a company secretary is a legal requirement for all companies in Malaysia. The process involves several key steps:

1. The board of directors must pass a resolution to appoint the company secretary. This resolution should specify the name of the appointee, their qualifications and the effective date of appointment.
2. The appointed individual must provide written consent to act as the company secretary.
3. The company must file the relevant forms (typically Form Section 58) with the SSM within 14 days of the appointment. This form includes details of the new company secretary, including their name, identification number and residential address.
4. The company should notify relevant stakeholders, including banks, regulatory bodies and major business partners, about the new appointment.
5. All relevant company records, including the register of company secretaries, must be updated to reflect the new appointment.

It is important to note that a company can have more than one company secretary; in such cases, at least one must have their principal or only place of residence in Malaysia.

Resignation of a company secretary

When a company secretary wishes to resign from their position, the following process typically applies:

1. The company secretary must give written notice of their intention to resign to the company. The notice period is usually specified in their employment contract or appointment terms.
2. The board of directors should acknowledge the resignation, ideally through a board resolution.
3. The company must file the relevant forms (typically Form Section 58) with the SSM within 14 days of the effective date of resignation.
4. The resigning company secretary should ensure a proper handover of all relevant documents, passwords and ongoing matters to either their replacement or the company directors.
5. All company records must be updated to reflect the resignation.

If a company secretary resigns and the company is left without one, a new secretary must be appointed within 30 days from the effective date of the resignation.

Removal of a company secretary

In some cases, a company may need to remove a company secretary from their position. This process must be handled carefully to ensure legal compliance:

1. The board of directors must pass a resolution to remove the company secretary in accordance with the terms of appointment of the constitution. This resolution should clearly state the reasons for removal and the effective date.
2. The company secretary should be given proper notice of their removal, per the terms of their appointment or employment contract.
3. The company must file the relevant forms (typically Form Section 58) with the SSM within 14 days of the removal.
4. If the removal results in the company having no secretary, a new appointment must be made within 30 days.
5. All company records must be updated to reflect the removal of the company secretary.

The removal process should be handled professionally and in line with employment laws to prevent any potential legal issues.

Disqualification of a company secretary

Under certain circumstances, an individual may be disqualified from acting as a company secretary. These circumstances include:

• Bankruptcy
• Conviction of offences involving bribery, fraud or dishonesty
• Removal by regulatory bodies

If a company secretary becomes disqualified while in office, they must immediately inform the company, and the company must take steps to appoint a new secretary.

Company secretary vacancy

The Companies Act 2016 stipulates that a company must not have a vacancy in the office of a company secretary for more than 30 days. If a vacancy occurs (due to resignation, removal or disqualification), the directors must appoint a new company secretary within 30 days.

During any period when there is no company secretary, the directors are responsible for ensuring that all secretarial duties are carried out. They may delegate these duties to a temporary acting secretary if necessary.

Conclusion

The role of company secretaries in Malaysia extends far beyond mere administrative duties. They are strategic advisors, compliance officers and governance experts who are important in ensuring the smooth functioning and integrity of Malaysian companies. As businesses face increasingly complex regulatory environments and stakeholder expectations, the importance of skilled and knowledgeable company secretaries cannot be overstated.

For companies looking to thrive in the Malaysian business landscape, investing in a competent company secretary is not just a legal requirement but a strategic necessity. These professionals bring invaluable expertise to the boardroom, helping companies navigate the complexities of modern corporate governance while driving sustainable growth and success.

How Acclime can help with company secretary services in Malaysia

Acclime Malaysia offers complete support for company secretarial services and corporate governance compliance. From maintaining statutory registers and filing annual returns to supporting board meetings and managing shareholder communications, our team of qualified company secretaries can assist with everything from ensuring compliance with the Companies Act 2016 to providing strategic governance advice and handling regulatory filings with the SSM.

By partnering with us, companies operating in Malaysia can confidently meet all secretarial obligations while maintaining best practices in corporate governance and regulatory compliance. Contact us to learn more about how we can support your company secretarial needs and corporate governance requirements in Malaysia.