Duties of Company Secretary in Malaysia

As we well know, a company secretary position is a senior role in a public or private sector organization. In Malaysian publicly listed organizations, a company secretary is usually named as a corporate secretary. The secretary is responsible and accountable for the adequate administration of a company, especially in guaranteeing compliance with regulatory and statutory requirements and ensure the implementation of the individual decisions made by the board of directors.

Duties of company secretary

The roles and responsibilities of any Malaysian Company Secretary are outlined in the Secretary Association in Malaysia and is governed and regulated by the Malaysia Company Commission. Here are the duties of the Company Secretary:

Acts as the Company Officer and Board Advisor:

1. Familiarize with the company’s Memorandum and Articles of Association provisions.
2. Be well versed in the compliance of the many regulatory and statutory bodies.
3. Responsible for making sure the correct procedures are followed and stays compliant with the Memorandum and Articles of Association (M&A) of the Company and the Companies Act.
4. Advisory and Statutory Requirements Compliance
5. Responsible for ensuring the company is compliant with Companies Act legislation.
6. Acts as the company’s official liaison party to prepare, communicate and submit the Statutory Returns with Suruhanjaya Syarikat Malaysia (SSM).
7. Needs to ensure that any alteration in the legal information of the company will be lodged with the Company’s registrar together with the duly completed documents and on time.
8. Advice and remind the board of directors of when to hold the annual general meeting.

Board Meetings Preparation

• The Company Secretary needs to attend any board meetings and give general advice on matters that relate to company secretarial issues when required.
• The Company Secretary is also the link between shareholders and the company.
• The secretary sends notices while also liaising with shareholders regarding shareholder meetings, the Annual General Meeting (AGM) or even an Extraordinary General Meeting (EGM).

Annual Returns Filling

A Company Secretary is required to complete and timely submit the company’s annual returns and its full accounts before the statutory deadline.

Why need a company secretary in Malaysia?

In Malaysia, section 139 of the Companies Act 1965 requires every limited company BHD, SDN or BERHAD to have at a company secretary.

That’s why most of the public listed companies have their secretarial departments. It’s the place where the in-house company secretaries handle all legal matters.

Mostly, the large companies require full-time secretaries to handle any departmental or legal issues that may arise.

However, it is not practical for the small and medium companies to have a full time licensed secretary services.

A licensed Company Secretary appointed by the company’s board of directors of any limited company looks after and conducts all legal and procedural matters per the Companies Act 1965 and any other law(s) that fall under the duties of the Company Secretary.

Requirements to be a Company Secretary

• Must be 18 years and older, and his/her principal residence must be in Malaysia.
• Must be a member of a professional Ministry approved body or be licensed by SSM Malaysia as required by Companies Act 139.
• The person should also not be bankrupt and convicted of any offense stated in Companies Act Section 130 (1).

Secretary fees & changing secretary

Secretary Fees:

The pricing depends on the company offering the Secretary Services. All the Company Secretarial Service fees are subjected to a 6% Service Tax. The annual Company Secretary Service is around RM 1, 000. The preparation and submission of the Annual Return to SSM for any Private Limited Company requires around RM 500 including SSM Filing fee. Next, the development of the XBRL Report submitted to SSM through the MBRS portal needs from RM 500 for a Dormant Company and RM 1, 000 for an Active Company.

Changing a company secretary:

• Get a new company secretary.
• Allow the new company secretary to converse with existing company secretary.
• Pay any outstanding bills due to the current company secretary.
• Let the new secretary prepare the relevant documents for Company directors’ signature.
• The new secretary has to submit the related documents to the SSM Malaysia after they are signed.
• The new secretary needs to liaise with the existing Secretary to take over all the statutory documents.

Conclusion

All companies that are established in Malaysia are needed to get at least one Company secretary. Additionally, the Company Secretary needs to be a natural person, a Malaysian resident, and a member of the SSM.

Read Also: Basic Facts and Information to Registering A Company in Malaysia - Biz Blog Writer