In Malaysia, a company secretary is mandatory for any public listed or private limited companies, a legal requirement under section 236 of the Companies Act 2016. Every company incorporated in Malaysia is required to appoint at least one secretary within 30 days post incorporation (receiving the Certificate of Incorporation from Suruhanjaya Syarikat Malaysia).

A company secretary in Malaysia plays an integral role in a company and, in his or her official capacity, does more than just filing paperwork or performing basic duties like answering phones and managing appointments, which are really roles for a personal assistant. A company secretary shares legal duties with company directors, after being appointed by the Board of Directors of the company, and he or she is tasked with advisory duties and is required to review regularly the board procedures and corporate governance matters. Therefore there are important factors to consider before you decide on one.

Company Secretary Services

Legal Requirements:

  • at least 18 years old
  • resident of Malaysia
  • licensed by the Registrar of Companies
  • registered under Malaysian Institute of Accountants (MIA)
  • registered Malaysian Institute of Chartered Secretaries and Administrators (MAICSA)
  • registered with Malaysian Bar

In addition to legal requirements that must be met or risk getting penalised by the authorities, there are certain qualities that a company secretary in Malaysia ideally should possess, in order to carry out all the important responsibilities and duties, as described below.

Professional and Personal Qualities:

  • knowledgeable in company law and governance
  • adept at processing and vetting high volumes of related information
  • good eye for detail, detecting possible discrepancies in documents
  • able to work well and coordinate with people at all levels
  • strong written communication skills
  • trustworthy and responsible

Role and Duties

  • Be familiar with all provisions of the Memorandum and Articles of Association of the company to ensure all procedures are adhered to.
  • Be competent in the compliance of statutory and regulatory bodies in Malaysia.
  • Be a liaison party for the company to communicate, prepare and submit required Statutory Returns with the Suruhanjaya Syarikat Malaysia (SSM).
  • Be an advisor to the Board to protect the interests of the board and members and ensure the company’s annual general meeting is held before stipulated deadlines.

Preparation of Boards and Members’ Resolutions and attending meetings

  • To attend board meetings and give general advice on matters relating to company secretarial matters as and when required.
  • To act a link between shareholders and the company, ensuring important announcements be officially communicated.
  • To handle the transfer of shares, splitting of shares certificate and issuance of duplicate share certificates.
  • To handle the allotment of Shares, Rights/Bonus Issue and Declaration of Dividend.
  • To send out notices (circular resolutions) and liaise with shareholders regarding any shareholder meetings and the Annual General Meeting (AGM) or Extraordinary General Meeting (EGM), if and when the company holds one.
  • To file annual returns and full accounts and submit them in a complete and timely manner before stipulated deadlines.

Updating the Company’s Statutory Books and maintaining paperwork

  • To record changes to the structure of the company in the company’s statutory registers, for example, the Register of Directors and Register of Members.
  • To be responsible for the security and accuracy of important company documents, which include the certificate of incorporation, share certificates, meeting minutes, memorandum and article of associations and other important ones.