A company secretary is an officer of the company who is appointed by the Board of Directors of the company and is responsible for handling the financial and legal issues of the firm. A company secretary is not what the name implies; a company secretary does not perform the duties of a regular secretary, like receiving attendees and taking calls. A company secretary in Malaysia performs the task of guiding the company and its members on the different rules and regulations that govern the company.
Every company registration in Malaysia has to be done under the guidance of a company secretary. Under section 139 of the Companies Act, 1965, business registration in Malaysia, for both private business firms and public companies owned by a local resident or a foreigner, is required to have a minimum of 1 company secretary for their company. Appointing of a company secretary in Malaysia or availing company secretarial services in Malaysia are not only necessary but mandatory by law.
Roles and Responsibilities of a Company Secretary in Malaysia
The role of a company secretary has evolved over the years, and is now most preferred in the capacity of an advisor to the company. The Board of Directors of a company is constantly dependent on the company secretary’s advice and guidance on legal issues regarding the company. So, in that case, a company secretary should familiarize himself with all the legislation and regulation that govern the company and he has to oblige to the following responsibilities:
1. Complying with Statutory Requirements
The company secretary is responsible for fulfilling all the statutory requirements by the Companies Commission of Malaysia under the Companies Act, 1965. He/she has to assist the company by being the official legal representative of the company. He/she has to update and communicate any changes in the company’s information to the Registrar of Companies.
2. Conducting and Handling Meetings
One of the most important roles of a company secretary is conducting and managing the Annual General Meeting (AGM) and other general meetings of the company. Following are the tasks that a company secretary has to perform in the meetings:
- Conducting the AGM at least once every calendar year of the company, whether it is active or dormant
- Booking and preparing the meeting room
- Taking the attendance at the AGM and also at other general meetings
- Preparing the agenda for the meeting and circulating the same
- Giving advice on the legal and statutory matters of the company as and when required
- Preparing and filing the statutory returns of the company and conveying the same to the Chairman and the Board of Directors
3. Being Well-Versed in Securities Law and Regulations
A company secretary in Malaysia should be thorough with all the security laws and regulations which govern the company. He/she should see to it that the right procedure is followed and is in accordance with the Companies Act of 1965 and the Memorandum of Association.
4. A Sense of Continuing Professional Development
Every profession requires continued learning - to be updated with the emerging trends in that field, likewise, even a company secretary in Malaysia or any other part of the world should keep learning and updating one’s knowledge about new rules and regulations, new reforms, changes in the corporate world. Most importantly, he/she should be aware of all the laws relating to business and be prepared for all types of uncertainties.
There are other duties and responsibilities a company secretary has to take care of, like:
- Working with the Board of Directors and assisting in company formation, expansion, registration, amalgamation, promotion, reorganization or liquidation
- Handling any changes in the Memorandum & Articles of Association (MAA)
- Taking care of transfer of shares, splitting of shares, and issuing duplicate share certificate
- Allotting shares, bonus, and declaration of dividends
- Maintaining and updating company details, like the list of directors and shareholders
- Acting on behalf of the Board in general matters, like signing bank or statutory statements
Any Malaysian resident or a foreigner who is looking for company registration in Malaysia has to avail secretarial service to register his or her business in Malaysia. As mentioned earlier, every company in Malaysia should have at least one company secretary who should be a resident of Malaysia, a natural person, and is licensed member by the Companies Commission of Malaysia. For help or guidance on company secretarial services in Malaysia, do contact us – we’ll be happy to assist.