Company Directors require an approved company secretary to certify or verify company documents to enable the process of incorporation at the Companies Commission of Malaysia (CCM) to take place and the certification of the company documents will be prepared to enable business transaction and dealing to commence.
1. What is a Company Secretary?
The secretary of a company must be a natural person of full age who has his principal or only place of residence in Malaysia. He must be a member of a prescribed body or is licensed by the Registrar of Companies. The company must also appoint an approved company auditor conduct and prepare the account, audit and tax as well.
The use of word Secretary in the name of this specialization is a bit misleading for one who is new to the concept. A Company Secretary is a professional whose role in a corporate set up in that of an adviser for legal matters. He or She is a very important member of the Company’s Management to handle all paperwork’s, statutory documents and procedural matters that running of the company involves. A Company Secretary has been recognized by corporate law as one of the officers of the Company. The knowledge that he or she acquires during training makes them versatile enough to carry out functions in various areas like Finance, Accounts, Legal Administrations and Personnel Division.
In large and medium size business organizations, a company secretary role includes incorporation of the Company, processing applications for management appointments, remunerations, inter-corporate investment and loans, handling public issues including listing of shares and debentures, conducting both board and general meeting, maintenance of records, registers and minutes of the meetings. In short, it would suffice to say that all legal and procedural matters as per the Companies Act and all other applicable laws fall under the duties of a Company Secretary.
A company secretary of today is a company officer who is endorsed with heavier responsibilities and a greater power, duties which demand for ethical behavior from company secretaries at all times.
2. Who can be a Company Secretary?
Every company shall have one or more company secretaries, each of whom shall be a natural person of 18 years old and above, ordinarily reside in Malaysia by having a principal place of residence in Malaysia as a Malaysia citizen or permanent resident. With effect 10th September 1992, NO PERSON shall act as a company secretary to a company unless:-
- He is a member of a professional body as set out in the Fourth Schedule of Companies Act 2016.
- He is licensed by the Companies Commission of Malaysia (CCM) under section 20G of the Companies Commission of Malaysia Act 2001.
3. Appointment of Company Secretary and Procedures
The first company secretary shall be appointed within 30 days from the date of incorporation of the company. The Companies Act 2016 requires that every company is to have at least one secretary, but a company is allowed to appoint more than one secretary. The board shall appoint a secretary and determine the terms and conditions of such appointment.
The form Section 58 & 236(2) (Appointment of first company secretary) required to be filed with the Registrar of Companies within 14 days.
The particulars of the company secretary shall be entered into the register book.
4. Resignation and Removal
A company secretary may resign by a notice to the board.
The position of the vacant company secretary must not be left unfilled for more than 30 days.
Form section 58 – reflecting the resignation and appointment of new secretary must be lodged with the Registrar of Companies within 14
In practice, the removal and appointment of company secretary is done simultaneously.
5. Disqualifications to act as a Company Secretary
According to Section 238 of the Companies Act 2016 – a person shall be disqualified to act as a company secretary if:-
- He is an undischarged bankrupt;
- He is convicted whether within or without Malaysia of any offence referred to in section 198 of the Companies Act 2016; orHe ceases to be a holder of a practicing certificate issued by the Registrar under Section 241 of the Companies Act 2016.
6. Vacation of Office
The company secretary shall cease to be the secretary of the company 30 days from the date of notice lodged. This will not relieve the company secretary from liability for any act or omission done before the company secretary vacated that office.If none of the directors can be communciated with at the last known residential address, the company secretary may vacate office through form 237(2).