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Corporate Secretarial Services – Roles and Responsibilities of a Company Secretary in Malaysia

The appointment of a company secretary is a mandatory compliance requirement. Every company must appoint at least one company secretary, although more than one can be employed.

Qualifications of a Company Secretary:

To qualify as a company secretary in Malaysia, the following criteria must be met:
1. The individual must be a natural person, residing in Malaysia (primary or sole residence), and at least 18 years old.

2. The person must be:

• A chartered accountant (registered with the Malaysian Institute of Accountants - MIA), or
• A chartered secretary (registered with the Malaysian Association of the Institute of Chartered Secretaries and Administrators - MAICSA), or
• A licensed secretary (licensed by the Companies Commission of Malaysia - SSM), or
• A lawyer (registered with the Malaysian Bar or relevant legal body).

3. In accordance with Section 130(1) of the Companies Act, the individual must not be an undischarged bankrupt or convicted of any criminal offenses.

Roles and Responsibilities of a Company Secretary:

The roles and duties of a company secretary in Malaysia are regulated by the Companies Commission of Malaysia (SSM). Below are some key responsibilities:
1.  Adviser to Company Officers and the Board

• The company secretary is familiar with the company's memorandum and articles of association.
• They are well-versed in compliance regulations from various statutory and regulatory bodies.
• They ensure the correct procedures are followed and that the company complies with the Companies Act.

2. Compliance and Advisory Duties

• The company secretary ensures the company adheres to the regulations under the Companies Act.
• They act as the official liaison between the company and the Companies Commission of Malaysia (SSM) and are responsible for preparing and submitting statutory returns.
• They must promptly update the authorities if there are any changes to the company’s information.
• The company secretary advises the board on the timing of the company's annual general meeting (AGM).

3. Preparation of Board Meetings

• The company secretary is required to attend board meetings and, if necessary, provide general advice related to company secretarial matters.
• They serve as the link between the shareholders and the company, ensuring that notices (including resolutions) are sent and that communication regarding shareholders' meetings, such as AGMs or extraordinary general meetings (EGMs), is handled efficiently.

4. Annual Return Filing

• The company secretary is responsible for completing and filing the company's annual returns and full accounts within the stipulated deadlines.

5. Custodian of the Company Seal

• They are responsible for ensuring the company seal is safely kept.

6.  Key Contact Person

• The company secretary acts as the primary point of contact for institutions and other shareholders, particularly in matters related to corporate governance.

In addition to these responsibilities, the company secretary plays a crucial role in corporate acquisitions, sales, and mergers. They ensure the validity of documents, perform due diligence, safeguard the company’s interests, assess transactions before completion, and ensure timely execution of documents.

Every company is required to appoint at least one company secretary, as it is a legal obligation. If you need assistance with the appointment of a company secretary, feel free to contact us.