The term company secretary is used from a different perspective. Normally, we have heard about an office secretary. However, the section 139A of Companies Act of 1965 defines a company secretary differently.
A person is considered as a secretary of a company if he/she shares the legal responsibilities along with the director. It’s an essential administrative role; therefore, the companies operating in Malaysia are required to appoint a company or corporate secretary.
If you are interested in forming a company in Malaysia, make sure to learn about the hiring process and qualifications of such a role. If you need help in registering a new business in Malaysia and don’t know how to register a company in Malaysia, you can check out our comprehensive guide on how to register a company in Malaysia.
So, let’s take a look at all the important aspects associated with company secretary Malaysia.
What is Company Secretary Malaysia?
Talking about the secretary of a Malaysian company, this particular role holds a key position in creating as well as operating a company in Malaysia. According to the Companies Act 1965 (section 139A of), it’s obligatory for a company to hire a qualified company secretary.
Such a person should be a member of a professional body, which is nominated by the “Ministry of Domestic Trade, Cooperative and Consumerism”.
The prescribed Body mentioned above includes a variety of legitimate and legal bodies created to regulate the hiring and working of a company secretary.
- The Malaysian Association of Company Secretaries (MACS)
- The Malaysian Institute of Chartered Secretaries and Administrators (MAICSA)
- The Malaysian Institute of Certified Public Accountants (MICPA)
- The Malaysian Bar
- The Malaysian Institute of Accountants (MIA)
- The Advocates’ Association of Sarawak
- The Sabah Law Association
How Can I become a Secretary in Malaysia?
When creating a company in Malaysia, the company owner is legally bound to appoint a company or corporate secretary. Hence, it is essential to appoint or hire at least one secretary.
If you are willing to become a company secretary in Malaysia, you need to be eligible for this role.
- The person shouldn’t be less than 18 years old
- He or she should be a resident of Malaysia
- The person should be a qualified Chartered Accountant or
- He or she must be registered with the Malaysian Institute of Accountants (MIA) or
- Can be a Chartered Secretary who is registered with Malaysian Institute of Chartered Secretaries and Administrators (MAICSA)
- A person can also become a company secretary if he or she is a Licensed Secretary who is licensed by the Company Commission of Malaysia or
- A Lawyer registered with Malaysian Bar can also become secretary of a company
- The individual isn’t convicted of any crime and such a person shouldn’t be a bankrupt
Appointing a Company Secretary
A company or corporate secretary has to perform a variety of responsibilities. Therefore, a secretary is a job role of key importance. Hence, appointing a person for this job is a pivotal decision.
The board of resolution appoints a corporate company secretary. However, before the selection and appointment, the members of the board should acknowledge and endorse the terms and conditions of such an election.
The secretary of a firm requires providing written consent. Once the appropriate person for the post is appointed, the information regarding such an election should be submitted to the directors and senior managers.
The information regarding the appointment of a company secretary Malaysia must reach the relevant department of the company within 30 days. When choosing a secretary, the candidate must be informed of his/her roles and obligations within the company.
Can a Director be a Company Secretary in Malaysia?
Yes, it is possible for a director to be a company secretary. Nevertheless, the Companies Act 2016 doesn’t allow the dual acts of a person.
Meaning thereby, there are numerous documents, which need the signature or endorsement of two different people. In this situation, a sole director can’t sign on behalf of a secretary.
Usually, a company secretary Malaysia is appointed to minimize the workload of a director. Hence, a director working as a secretary can’t justify the essential responsibilities associated with both these roles.
What is the Qualification of Company Secretary?
A person having any of the below qualifications is eligible for becoming a company secretary.
- A Chartered Secretary registered with MAICSA (Malaysian Institute of Chartered Secretaries and Administrators)
- A Chartered Accountant who is registered with the MIA (Malaysian Institute of Accountants)
- A Licensed Secretary who is licensed by Company Commission of Malaysia
- A Lawyer registered with Malaysian Bar
Where Can I study the Company Secretary Course?
In order to become a corporate secretary Malaysia, you can study the relevant course at governance institute including the Malaysian Institute of Chartered Secretaries and Administrators (MAICSA).
This organization serves as a premier institute for governance professionals and company secretaries. By completing a required course through this institute, you can be a good candidate for becoming a company secretary.
With a view to joining MAICSA, you have to register yourself and qualify through the “Chartered Governance Qualifying Program” (CGQP).
What are the Roles and Responsibilities of a Company Secretary?
A company operating in Malaysia employs the company secretary (Co-Sec). Such a role involves a variety of responsibilities.
Some of these roles include:
- A company secretary needs to comply with advisory and statutory requirements
- Attend meetings and prepare resolutions of both board and members
- Keep the company’s statutory books and records in an up-to-date condition
- Maintaining regular communication with the shareholders
1. Compliance with statutory requirements and advisory
The corporate secretary must ensure that all the operations of a company are within the ambit of the Companies Act 1965. He/she should update the SSM with any change in the statutory information of the company.
For this purpose, the secretary must submit the completely filled forms that are prescribed by the law. These forms should reach the company’s registrar within a given period. Moreover, the secretary must advise the director/s regarding annual meeting of the company.
2. Attend meetings and prepare resolutions of both the board and members
The secretary must take part in almost every board meeting. Furthermore, corporate secretarial services malaysia also include advising the director/s on secretarial matters.
In addition, the secretary is also required to send notices and circulars and stay in contact with shareholders when taking care of the company’s matters.
One of the most essential company secretarial services is the filing of annual returns. This task needs to be completed within a given deadline.
Some of the most prominent responsibilities of a company secretary associated with board meetings are listed below:
- Booking a meeting room and making some other preparations
- Liaising with the managing director or chairman regarding agenda papers
- Take down the minutes of the meeting and enter them into minute books
- Clearly inform the company executives regarding the decisions made in a board meeting
- To make sure that the meeting is carried out in accordance with a prescribed method
3. Keep the company’s statutory books and records in an up-to-date condition
If any change happens within the structure of a company, the secretary is responsible for updating the statutory registers of such a company. For instance, the secretary is bound to maintain the Register of Members and Register of Directors.
Such a person is also responsible for keeping the important company documents at a safe and secure place. These documents include “Certificate of Incorporation”, “Share Certificates”, “Memorandum and Article of Associations” and “Minutes of the meeting”.
4. Maintaining regular communication with the shareholders
The corporate secretary must maintain consistent communication with the director/s. The secretary also issues notifications and documents associated with the monitoring of a company’s operations.
The company secretary serves as a bridge between the company and shareholder/s. Therefore, all the key announcements should be communicated to the executives via secretary.
How Can I Change my Company Secretary in Malaysia?
If due to any reason, the company secretary Malaysia isn’t performing the way he/she supposed to be, it is essential to remove him/her. In fact, it’s quite common to change the person performing such duties.
The board of directors holds the authority to remove and appoint a secretary through a board resolution or meeting. However, when removing a company secretary, the board must follow the relevant terms and conditions suggested in the law.
Usually, the procedure involves the board’s request to the company secretary for his/her resignation. Once the existing secretary resigns, the board needs to appoint a new corporate secretary Malaysia within just 30 days.
This is the reason why the procedure of removal and appointment of the secretary is performed simultaneously. Furthermore, the new secretary is responsible for the preparation of the documents linked with his/her appointment.