Company Secretary
Company Secretary
A company secretary is not just a mere administrator of the company but with more important duties and responsibilities, to deal with regulations, policies, standards, code of ethics, and guidelines during the company registration process.
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Why must Appoint Company Secretary
A company secretary is mandatory and all companies incorporated in Malaysia must appoint a minimum of one (1) certified company secretary under Section 236 of the Companies Act 2016 and company secretary is to ensure the compliance of a company and provides advisory services on the companies’ laws and regulations under the Malaysia Companies Act 2016.
Duties and Responsilbities
Here are some of the important duties and responsibilities of a company secretary:
- Appointments/resignations of officers
- Annual return
- Increase of paid up capital
- Change of company name
- Adoption, alteration and revocation of constitution.
- Issue, splitting, transfer of shares
- Any other changes that require notification with SSM.
The company secretary should advise the board of directors of the relevant dates for holding the company’s annual general meeting, filing annual return, submitting financial statement.
- Arranging and liaising with the chairman and/or managing director for agenda papers and items for the agenda.
- Providing general advice on matters relating to company secretarial matters.
- Booking and preparing the meeting room.
- Attending and taking down minutes of the meeting.
- Maintaining minute books.
- Following up on decisions made.
- Playing an advisory role to the chairman and the board of directors.
- Lodging statutory returns as appropriate.
- Certifying copies of minutes.
- Ensuring that correct meeting procedures are followed.
The company secretary must ensure that the company complies with its constitution and drafting/incorporating amendments in accordance with correct procedures.
The company secretary has a duty to maintain the company’s register of members, deal with transfer of shares and other matters relating to shareholding. He usually also keep in safe custody of the company seal and original share certificates.
The company secretary must keep himself abreast with the latest development of the company and securities laws so that he can always advise the board on proper corporate governance matters, assist directors with respect to their duties and responsibilities, compliance with company and securities laws and Bursa Malaysia Listing Requirements (for public listed companies).
The company secretary is the primary point of contact between shareholders and directors, and between company and SSM. He also plays a key role in the event of a corporate exercise (merger, acquisition, disposal, winding up) where he has a duty to ensure the effectiveness of all documentation, ensuring due diligence disclosures, enabling proper commercial evaluation prior to completion of a transaction and timely execution of documentation, etc.