Responsibilities of a Company Secretary in Malaysia

The appointment of the company secretary is part of the legal requirement under the Companies Act of 1965 - each company must appoint at least one secretary (a company is allowed to appoint more than one secretary).

Eligibility of Company Secretary:

According to the Companies Act of 1965, section 139A (a) and (b), the eligibility to be the company secretary is as follows:

He or she must be a natural person of maximum age (18 years), who has his or her principal place of residence in Malaysia and
He or she is an authorized accountant (registered with the Institute of Accountants of Malaysia (MIA)) or
He or she is a trusted secretary (registered with the Malaysian Institute of Secretaries and Administrators (MAICSA)) or
He or she is a licensed secretary (authorized by the Malaysian Company Commission to be company secretary) or
He or she is a lawyer (registered with the Malaysian Bar or relevant authorities)
He or she must not be bankrupt and is not convicted of any offense under section 130 (1) of the Companies Act.

The role and responsibilities of a company secretary

The role and responsibilities of a company secretary in Malaysia are presented in the Association of Secretaries, which is governed and regulated by the Malaysian Company Commission.

Here are the responsibilities of the company secretary at a glance:

1. An Officer of the company and advisor to the Board

He or she is familiar with the provisions of the Memorandum and Articles of Incorporation of the company.
He or she is well versed in accordance with numerous statutory and regulatory bodies.
He or she is responsible for ensuring that the correct procedures are followed and remain in compliance with the Memorandum and Association Acts of the Company (M&A) and the Companies Act.

2. Compliance with Statutory Requirements and Advisory

The company secretary has the responsibility to ensure that the company complies with the law, such as the Company Law.
He or she acts as the official liaison party for the company to communicate, prepare and file legal statements with Suruhanjaya Syarikat Malaysia (SSM).
He or she must ensure that any changes to the Company's statutory information will be filed with the Registrar of Companies together with the duly completed [prescribed] documents.
The company secretary should advise the board of directors on the relevant data for organizing the annual general meeting of the company.

3. Preparation of Board Meetings

The company secretary is required to attend any of the meetings of the board of directors and to provide general advice on issues related to the company secretariat when necessary.
The company secretary is a link between the shareholders and the company. In other words, he or she will send notifications (circular resolutions) and liaise with shareholders on any shareholder meetings and Annual General Meeting (AGM) or Extraordinary General Meeting (EGM).

4. Filing annual returns

A company secretary is also responsible for the completion and timely submission of the company's annual return and full accounts by the legal deadline.

5. Custody of the company seal

He or she is responsible for ensuring that the company's seal is kept safe.

6. Primary point of contact

The company secretary is the main point of contact of the institutional shareholders and other shareholders, especially regarding corporate governance issues.

In addition to all responsibilities, the company secretary is also a key member of the company in the implementation of corporate acquisitions, disposals and mergers, while protecting the company's interests, ensuring the effectiveness of all documentation, ensuring appropriate due diligence disclosures, allowing for proper business operations evaluation. before the completion of a transaction; ensuring timely execution of the documentation, etc.

On a final note, a legal obligation is required for each company to appoint at least one company secretary to its company. Do not hesitate to contact us whenever you need any assistance in appointing a company secretary.