According to the Malaysian Corporation Act 1965 it is compulsory for every corporate in the country to have a secretary. The company can also choose to have more than one secretary. In the Malaysian corporation it is an unquestionable necessity to have a secretary because secretaries play a very important role in the company.
A company secretary is person who has the authority to play a role on behalf of their CEO of the company they are expected to have strong principles and ethics. They may also play a role of a personal secretary who plays an important role of handling both corporate and personal requirements of the CEO of the company.
ELIGIBILITY OF A COMPANY SECRETARY:
According to the Malaysian Corporate Act 1965 Section 139A (a) & (b) the eligibilities of a company secretary are stated in this act are as follows;
- The candidate should have attained legal age of 18 years
- They should be a resident of Malaysia
- The candidate should either be a registered chartered accountant under Malaysian Institute of Accountants (MIA) or a registered chartered secretary under Malaysian Institute of Chartered Secretaries and Administrators (MAICSA) or a lawyer registered under Malaysian bar or relevant authorities.
- The candidate should not be a bank corrupted person neither should be convicted to Section 130(1) of the companies act.
DUTIES OF A COMPANY SECRETARY:
Each individual is responsible to do their job similarly there are certain job requirements which are supposed to be done by a company secretary in the company. The following are the duties of a Company Secretary (CS);
OFFICER OF THE COMPANY:
- The CS of the company should be familiar with Memorandum of Articles (MOA) and Articles of Association (AOA) of the company
- The secretary will be involved with various numbers of statutory and regulatory functions.
- It is the CS responsibility to check that the company functions are going according to the zinc of the companies MOA, AOA and the companies act
PREPARATION OF BOARD MEETINGS:
- It is a must for a CS to attend every meeting in the company
- A CS acts as an advisor in the board since they have the knowledge of the company which includes MOA and AOA
- CS has a connection between the shareholders and the company therefore it is understood that the CS of the company will send notices like circular resolutions and liaise with shareholders regarding the shareholders meeting and Annual General meeting which took place in the company
- The CS is responsible for the preparation and filing of Annual Returns of the company to the companies’ commission of Malaysia
STATUTORY AND ADVISORY REQUIREMENTS:
- It is the duty of the secretary to be responsible if the company is compliant with legislation according to the companies Act
- The CS acts as the official liaison party to communicate for the company. They also prepare the statutory returns along with the Suruhanjaya Syarikat Malaysia (SSM) and submission of the preparation.
- A CS should confirm if there are any changes taking place in the information of company statutory which will be lodged with the registrar of companies with the duly completed documents in a timely manner
- It is the duty of a CS to confirm the date and timings of any meetings and also receive confirmation from the board of directors and other third parties who are related to the meeting to be organized
POINT OF CONTRACT
- The CS is the primary point of contact for institutional and other shareholders. This contact is specially needed for the purpose of Corporate Governance
- The CS is a key member of the company especially for the output of company acquisitions, disposals and mergers when protecting the company’s interest by ensuring the effectiveness of all documentation being sure of any disclosures, proper marketing strategies, completion of any transactions, documentation and any other requirements.
FILINGS AND DOCUMENTATION:
- CS of a company is responsible for completing in time for any submission of the company’s annual return and complete accounts by the statutory deadline
- The CS is responsible to secure the seal of the company
- Should be aware of the change of subject clause, articles, authorization of share capital and change of name
- Responsible in the records of share transferring, splitting of shares and its certificate details and duplicate files
- Placement of shares, bonus issue and declaration of dividend
- Various documents compilation, details, preparation and maintenance of every documents in the company.
- Attendance record to be maintained for various board meetings
- Protracted advisory services
Can a foreigner be a Company Secretary in Malaysia?
Yes, they can be foreigners but they need to be a resident in Malaysia when they are working for a Malaysian company.
Can there be more than 1 secretary in the company?
According to the corporate act it is required to have a secretary but there is no limited number for it.
What are the minimum qualifications of a CS? Do they have to be experienced to work in a company?
They need to have educational qualifications such as CA, CS or Law but it is not necessary to be an experienced person before joining the company as long as the candidate as qualified educational certificate in hand.
What is Suruhanjaya Syarikat Malaysia (SSM)?
It is a statutory body which was formed by the parliament that operates corporate and business affairs in Malaysia.