As we well know, the position of a company’s secretary is an important role in a public or private sector organization. In publicly listed Malaysian organizations, a company’s secretary is usually appointed corporate secretary. The secretary is responsible for the proper administration of a company, especially to ensure compliance with regulatory and statutory requirements and ensure the implementation of individual decisions taken by the board of directors.
Duties of the Company Secretary in Malaysia
The functions and responsibilities of any Secretary of the Malaysian Company are described in the Association of Secretaries in Malaysia and are governed and regulated by the Malaysian Company Commission. Here are the duties of the Company Secretary:
ACTS AS A COMPANY OFFICER AND BOARD ADVISOR:
Become familiar with the provisions of the Memorandum and the Statutes of the company.
Know well the compliance of the many regulatory and statutory bodies.
Responsible for ensuring that the correct procedures are followed and that it complies with the Company’s Memorandum and Articles of Association (M&A) and the Companies Law.
Advice and compliance with legal requirements
Responsible for ensuring that the company complies with the legislation of the Companies Law.
It acts as the official liaison part of the company to prepare, communicate and send the Legal Statements with Suruhanjaya Syarikat Malaysia (SSM).
You must ensure that any alteration in the legal information of the company will be submitted to the company registrar in Malaysia along with the duly completed and timely documents.
Advise and remind the board of directors when to hold the annual general meeting.
PREPARATION OF MEETINGS OF THE BOARD
The Company Secretary must attend any board meeting and provide general advice on matters related to company secretariat matters when necessary.
The Secretary of the Company is also the link between the shareholders and the company.
The secretary sends notices while also communicating with the shareholders regarding the shareholders’ meetings, the Annual General Meeting (AGM) or even an Extraordinary General Meeting (EGM).
FILLING OF ANNUAL RETURNS
A Company Secretary is required to complete and timely submit the company’s annual statements and complete accounts before the legal deadline.
WHY DO I NEED A COMPANY SECRETARY IN MALAYSIA?
In Malaysia, section 139 of the Companies Act of 1965 requires that all BHD, SDN or BERHAD corporations have a company secretary.
That is why most publicly traded companies have their secretariat departments. It is the place where the company’s internal secretaries handle all legal matters.
For the most part, large companies require full-time secretaries to handle any departmental or legal problems that may arise.
However, it is not practical for small and medium-sized businesses to have a full-time licensed secretary service.
A licensed Company Secretary appointed by the company’s board of directors of any limited company deals with and carries out all legal and procedural matters under the Companies Act of 1965 and any other law that corresponds to the duties of the Secretary of the company.
REQUIREMENTS TO BE A COMPANY SECRETARY
You must be 18 years of age or older, and your primary residence must be in Malaysia.
You must be a member of a professional body approved by the Ministry or have a license from SSM Malaysia as required by Company Law 139.
The person must also not be bankrupt and convicted of any offense established in Section 130 (1) of the Companies Act.
FEES OF THE CHANGING SECRETARY AND SECRETARY
SECRETARY FEES:
The price depends on the company that offers the secretarial services. All company secretarial service fees are subject to a 6% service tax. The company’s annual secretary service is around RM1,000. The preparation and submission of the SSM Annual Statement for any private corporation requires around RM500, including the SSM filing fee. Next, the development of the XBRL Report submitted to SSM through the MBRS portal requires RM 500 for an inactive company and RM1000 for an active company.
CHANGE OF A COMPANY SECRETARY:
Get a new company secretary.
Allow the new company secretary to converse with the existing company secretary.
Pay outstanding bills to the current secretary of the company.
Let the new secretary prepare the relevant documents for the signature of the directors of the Company.
SFM CONSULTING FIRM SDN. BHD. 