Roles and Responsibilities Of A Company Secretary Malaysia

Companies secretary is the crucial constituent of the company’s management, and the procedure of the appointment of the secretaries must be done after the registration process of the company. This guide will elucidate the function and mandate of the Secretary of the company in Malaysia.

Let’s start with the initial stage.

Requirements of a Company Secretary Malaysia

A company in Malaysia must have at least one secretary and must meet the following requirements:

• Must be a natural person
• Must be eighteen years of age or older
• Must be a Malaysian citizen or permanent resident residing in Malaysia
• Must be a member of a professional body recognized by the Companies Commission of Malaysia, such as:
  • The Malaysian Association of the Institute of Chartered Secretaries and Administrators (MAICSA): MAICA is a professional entity that acts on the interests of chartered secretaries and governance professionals in Malaysia. Being a member of MAICSA means being known as an individual who has extensive experience in corporate governance, company secretarial act and practice, and related fields.
  • Malaysian Association of Company Secretaries (MACS): With MACS being the association of company secretaries in Malaysia, it works towards the advancement of the knowledge sharing of the professionals in this field. Membership in MACS is the evidence of conforming to the professional ethics and goals of continuing professional development as well as for serving the corporate secretarial sector in South Africa.
  • The Malaysian Bar: Malaysian Bar is national association for the law practitioners here in Malaysia . Here lies the main focus of the members of The Malaysian Bar while the other possible scenarios could be for company secretaries who are qualified lawyers or simply possess legal knowledge.
  • Malaysian Institute of Accountants (MIA): MIA stands for the national office for accountants in Malaysia. The recognition of MIA as a mark of status shows that the member must demonstrate the relevant skills in accounting and financial affairs, which would be relevant for the company secretary Malaysia who is involved in reporting and compliance.
  • Malaysian Association of Certified Public Accountants: The association is the unifying body of licensed CPA professionals from Malaysia. Certified accountant or auditor can be useful for the company officers dealing with financial management and reporting issues. Thus, this professional designation is a clear indication of expertise in such field.
  • The Sabah Law Association: The Sabah Law Association is an association which represent lawyers in Sabah State, Malaysia. although generally its level of concentration regards the legal matters related to Sabah, membership might be useful for company secretaries working in this state.
  • The Advocates’ Association of Sarawak: In the same way, the Advocates’ Association of Sarawak, which comprises lawyers in Malaysia’s state of Sarawak, also conducts awareness campaigns, hosts seminars, and provides counsel and guidance. Actually membership in Sarawak based professional association that deals with legal issues may be necessary for company secretaries since the legal topics may be Sarawak centric.

Disqualifications for Company Secretary Malaysia

A person is disqualified from acting as a secretary if the individual:

• Undischarged Bankruptcy: An individual absorbed in bankruptcy which states that has not allowed that the person has not been released yet cannot act as a company secretary Malaysia. This rule is in effect to help secure the company’s financial stability and commercial integrity.
• Conviction under Section 198: In accordance with Section 198 of Malaysian legislation, offense(s) constituted by fraud or malpractice upon conviction is detrimental to the position of you as a secretary or treasurer Ethically, this article is aimed to protect a company from associating itself with individuals whose past history is riddled with fraud or lawbreaking.
• Termination of practicing license: The Registrar, under section 241,issues certificate on various facets including the qualifications or the eligibility of company secretaries. If the person does not possess this certificate, they are charged with either proving that they do or else are unable to serve as a secretary. This obligation in turn provides checks as to whether secretaries maintain the required competence and skills which are under the orison of the regulatory authorities.

Appointment, resignation, or removal of the Company Secretary Malaysia

Appointing a company secretary Malaysia

The appointment of secretaries within a month from the company’s date of incorporation is mandatory. The appointment of the company secretary Malaysia has to be formally acknowledged in writing of the director. Read Set Up Company in Malaysia Guide

The Companies Act stipulates that each and every company should have at least one Company Secretary Malaysia. On the other hand, the Act does not limit the number of company secretaries in a company.

Information that must be entered into the register book includes the following:

• Full Name: This is the full name of the person and this name is the same as the name written on the official documents of identification, including the middle name or even the given name.
• Identification: Therefore, this procedure entails capturing specific details about an individual, which may include passport number, national identification number, or any other document that distinctly identifies a person.
• Residential Address: This is achieved by noting down the residential address that the concerned person lives in so that a physical location for communication and contact reasons can be provided.
• Business Address (if any): If the person owns commercial premises which are not the same as the residential address they should be recorded here. This could be either the name of their office or work place, in case they are working elsewhere or self-employed.
• Occupations: This can be done by stating the type of job or the area of work of the person, which will provide the information needed about the employment status or the primary working area of the individual.
• Details of Qualifications: In particular, information about education and any certificates should be presented. This could be exemplified by having an academic degree, professional certifications, licenses related to their area of expertise, and or the membership of professional bodies that are related to their field.

Resignation of a company secretary Malaysia

The moment a company secretary announces his desire to quit, they then submit a written notice to the Board of Directors stating their intention to vacate the position. After giving the lodge of this notice, the company secretary’s tenure officially completes in the next 30 days if the constitution or terms of appointment don’t state any different period.

Formerly, after the secretary left the company, the latter had to notify the Registrar within 14 days. This notification serves as a reminder to the Registrar to ensure that no discrepancies arise as a result of changes in company personnel and that all records are up to date. Inability to notify the Registrar within the specified period of time may attract a penalty or culpable noncompliance with the regulatory requirements. Hence, the enterprise will not only have to satisfy its responsibility promptly but also to forestall any possible consequences.

Removal of a Company Secretary

The board of directors is given the power to dismiss the current company secretary by way of a board resolution in accordance with section 239 of the Companies Act. The resolutions regarding the termination of the employment of the secretary must be in compliance with the terms of employment laid in the appointment letter or the provisions of the company’s constitution.

Moreover, this implies that the board takes the responsibility for decision-making about dismissing of a company secretary Malaysia within the organization. The decision to terminate the secretary is usually made after the members of the board have agreed with it through a formal process and a board resolution is passed during the board meeting.

The contract of employment or the particular rules of the company may include the detailed procedures or the possible grounds on which the secretary can be dismissed. Such demands can be differentiated, and could include issues of providing notice periods, conducting performance evaluations, and adherence to the disciplinary procedures.

In conclusion, section 239 permits the board of directors to take required actions to remove company secretary Malaysia if he is unable to perform his duties or is otherwise unsuitable for the position so that the company’s interests are protected and company secretary’s tasks are optimally carried out.

The Roles And Obligations of a Company Secretary Malaysia

Duties and responsibilities of a company secretary in Malaysia include:

• Attending boards’ meetings to provide the necessary support and document well.
• The company shall be in compliance with the requirements of the Companies Act.
• Taking care that the organization’s secretarial documents are always accurate and comprehensive.
• Production and organizing of AGM (Annual General Meeting), which includes producing all essential documentation and being in compliance with governmental regulations.
• Overseeing the continuous dialogue with shareholders and directors by responding to all their questions and concerns.
• Making the company return to the authority and the annual tax return to the relevant authorities.
• Update and keep statutory books and documents that comprise of members, directors and charge register.
• Filing the Malaysian Companies Commission (CCM or SSM) with the updated statutory information to the correct department for the required compliance.

Can a Company Director Also Serve as the Company Secretary Malaysia?

The act also grants directors single handedly to also serve as company secretaries. The section 242 of the act, however, does not allow individuals to be in dual roles where separate roles are required. Example can be that if a candidate cannot assume the roles of a director and a secretary simultaneously or if one act or a function requires two separate persons, you cannot assign a single person to do both. This measure guarantees that the company’s governing system has sufficient safeguards in place so that the likelihood of a conflict of interest and lack of oversight is avoided.

Conclusion

All companies will have to have a company secretary Malaysia to carry out various functions related to running the company and to ensure the company is in the process of complying with the Companies Act and related by-laws. Being supported by a knowledgeable team in terms of the company secretary service area, FastLane provides a variety of company secretary services in Malaysia.

Contact us right away and we will make a tailored quote for you.