Every company incorporated in Malaysia must appoint a company secretary under Section 236 of the Companies Act 2016 within 30 days after receiving the Certificate of Incorporation from the Companies Commission of Malaysia (SSM).
A Company Secretary is formally appointed by the Board of Directors of a company. His or her role in the company has evolved into one involving important administrative, advisory and fiduciary duties that affect the overall wellbeing of a company. Therefore, one appointed to the position of Company Secretary KL is required to be highly versatile so that matters in board procedures and corporate governance can be regularly and meticulously reviewed and executed year after year.
To qualify, he or she must be:
- 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
Company Secretary Services
In addition to the above basic qualifications, company secretaries must abide by the Code of Ethics and carry out professional duties and responsibilities with integrity and sincerity. A Company Secretary Services Provider can be of assistance to companies seeking fully qualifed and experienced Company Secretary KL or JB.
Main Roles of a Company Secretary KL
1. Updating the company’s statutory information
- Changes in any statutory information with regard to the company and its management such as:
- Removal of officers from office
- Disqualification from holding office
- Annual return
- Change of company name
- Adoption, alteration and revocation of constitution
- Issue, splitting, transfer of shares
- Any other changes that require notification with SSM
must be completed in official forms and lodged with the SSM within the required period of time, as well as updated in company documents kept in the registered office.
2. Lodge annual reports required by SSM by deadline
- The SSM requires a private limited company to submit an annual return and audited financial statements with with directors’ reports every year. It is the job of the company secretary to advise and ensure all is properly prepared and submitted in a timely manner to avoid penalties.
3. Keeping track of important dates
- for holding the company’s annual general meeting, filing annual return and submitting financial statement.
4. Setting up and facilitating the process of holding board, general and extraordinary general meetings by
- Arranging and liaising with the chairman 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
- Lodging statutory returns as appropriate
- Certifying copies of minutes
- Ensuring that correct meeting procedures are followed
5. Coordinating between shareholders and other stakeholders
- maintains constant communication and liaises between the company and shareholders through
- circulating resolutions and documents regarding rights issues and capitalisation issues
- monitoring changes within the register of members to identify potential takeover bid
- making inquiries about the ultimate beneficial ownership of shareholdings, general shareholder relations, etc
6. Advising best practices in corporate governance
- keeping abreast with the latest development of the company and securities laws in order to
- advise the board on proper corporate governance matters
- assist directors with respect to their duties and responsibilities, compliance with company and securities laws, etc