Different people play different roles within an organization to ensure the smooth running of the organization’s operations. In this piece, we will consider the roles and duties of a Company Secretary in Malaysia.

What is a Company Secretary?

A Company Secretary is also known as a compliance officer and refers to someone occupying a key position alongside other managerial offices like the CFO and the CEO. A Company Secretary’s role extends beyond clerical duties to ensuring the company’s compliance with legal obligations. The Company Secretary is an essential member of the company’s management, and it is a legal requirement that a Company Secretary be appointed within 30 days after the incorporation of the Company.

Company Secretary Requirements In Malaysia

The following requirements must be met for the position of Company Secretary in Malaysia as stated by Section 235 of the Companies Act 2016:

  • The Company Secretary must be a natural person
  • The Company Secretary must be above 18 years
  • The individual must either be a citizen or a permanent resident of Malaysia
  • The individual must not be bankrupt or convicted of any offense
  • The individual must be a recognized member of a professional body that is nominated by the Ministry of Domestic Trade, Cooperative and Consumerism as follows:
    • Malaysian Association of Company Secretaries (MACS)
    • Malaysian Institute of Accountants (MIA)
    • The Sabah Law Association
    • The Malaysian Association of the Institute of Chartered Secretaries and Administrators (MAICSA)
    • The Malaysian Bar
    • The Malaysian Association of Certified Public Accountants
    • The Advocates’ Association of Sarawak
  • OR an individual licensed by SSM under Section 20G of the Companies Commission of Malaysia Act 2001.

Duties and responsibilities of a Company Secretary

The duties and responsibilities of a Company Secretary in Malaysia include the following:

Ensure the company’s compliance with statutory requirements

It is the responsibility of the Company Secretary to ensure that all operations of the company are in compliance with the Companies Act 2016. The Company Secretary also serves as the company’s official liaison to the Suruhanjaya Syarikat Malaysia (SSM) for the preparation, communication, submission and filing of annual returns and other statutory documents.

Update the company’s statutory records and books

The Company Secretary is responsible for ensuring that all company records are correct and up-to-date. Any changes or alteration in the statutory information of the company shall be updated to SSM. For this purpose, the secretary must submit the completely filled forms that are prescribed by the Companies Act 2016. All the company members should also be kept informed on the changes within a timely manner. Among the statutory records that the Company Secretary needs to safekeep and update include the Certificate of Incorporation, the Register Book which contains the Register of Members, Register of Directors, Register of Secretaries, etc and the Minutes Book.

Maintains a steady flow of communication between the company and the shareholders

The Company Secretary plays a vital role in maintaining consistent communication between the Company and the shareholders. The significance of it is to boost a good business relationship with them while ensuring that their interests are protected. Aside to that, the Company Secretary is also responsible for maintaining healthy communication with the company directors, managers, and other stakeholders in order for them to fully contribute to the wellbeing of the Company.

Attend all company meetings

The Company Secretary is to attend all company meetings, such as board meetings, general meetings, extraordinary general meetings, and other company meetings. They are expected to provide general advice on matters relating to company secretarial matters when required during the meeting. The Company Secretary is to perform the following roles at company meetings:

  • Book the meeting venue and make the necessary preparations for the meeting
  • Ensure that notices are being issued to all the Members of the Company
  • Work together with the company director and chairman concerning the meeting agenda.
  • Record minutes of meetings
  • Ensure all company stakeholders are updated on the decisions made during meetings.
  • Make sure that the meetings are properly called, constituted, and carried out in accordance with the law of meeting.

How to appoint a Company Secretary

According to the Companies Act 2016, the procedure for appointing a Company Secretary in Malaysia includes the following:

  • The board appoints the Company Secretary, and the board also determines the terms and condition of the appointment.
  • The Company Secretary must be appointed within 30 days of the company’s incorporation date, according to Section 236 of the Companies Act 2016
  • The following must be noted before a Company Secretary is appointed:
    • The individual to be appointed must present written consent to take up the role of Company Secretary
    • The individual is not disqualified by any of the factors stated in section 238 of the Companies Act 2016
    • The individual meets all the requirements for a Company Secretary as stipulated in Section 235 of the Companies Act 2016

If a Company Secretary is appointed in contrary to guidelines provided by the Companies Act 2016, both the company and the individual are considered to have committed an offense.

How We Can Help

Premia TNC Limited is a subsidiary of the Premia Holdings Limited Group that offers a series of corporate services, such as business consulting, taxation services, and even secretarial services. Our secretarial services are available in countries like Hong Kong, Vietnam, and Malaysia, among others.

Our company secretarial services in Malaysia includes managing the company secretarial matters, business registration application, meeting every statutory requirement, opening company accounts, and many other services. We have a team of experienced and qualified company secretaries to give you ease and rest of mind.

Can a Company Secretary resign?

Yes, an individual can resign from the position of the Company Secretary. The provision and procedure for the resignation of a Company Secretary are contained in section 237 of the Companies Act 2016.

What disqualifies a Company Secretary?

Any of the following can disqualify a Company Secretary:
● The individual is an undischarged bankrupt
● The individual has been convicted of an offence whether in our outside Malaysia of any offence referred to in Section 198 of the Companies Act 2016
● The individual ceases to be a holder of a practicing certificate issued by SSM under Section 241 of the Companies Act 2016

What happens if the office of the Company Secretary is left vacant?

As stipulated in section 240 of the Companies Act, the office of the Company Secretary should not be left vacant for more than 30 days after the company's incorporation. Failing to comply with this may result in the company being fined up to RM50,000.

Can a Company Secretary also act as a company director?

It is possible for a Director to act as a Company Secretary. However, Section 242 of CA2016 prohibits them to act in a dual capacity, such as a situation that requires both a director and secretary or an act that must be executed by two different persons.

Can a Company Secretary be removed from the office?

Yes, the Board of directors has the power to remove a secretary from the office. However, it should be noted that such removal must be done in accordance with the terms of the secretary’s appointment or the constitution of the company.