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Company Secretary in Malaysia

Company Directors require an approved company secretary to certify or verify company documents to enable the process of incorporation at the Companies Commission MALAYSIA (CCM) to take place and the certification of the company documents will be prepared to enable business transaction and dealing to commence.

1. What is a Company Secretary?
  The secretary of a company must be a natural person of full age who has his principal or only place of residence in Malaysia. He must be a member of a prescribed body or is licensed by the Registrar of Companies. The company must also appoint an approved company auditor conduct and prepare the account, audit and tax as well.
   
  The use of word Secretary in the name of this specialization is a bit misleading for one who is new to the concept. A Company Secretary is a professional whose role in a corporate set up in that of an adviser for legal matters. He or She is a very important member of the Company’s Management to handle all paperwork’s, statutory documents and procedural matters that running of the company involves. A Company Secretary has been recognized by corporate law as one of the officers of the Company. The knowledge that he or she acquires during training makes them versatile enough to carry out functions in various areas like Finance, Accounts, Legal Administrations and Personnel Division.
   
  In large and medium size business organizations, a company secretary role includes incorporation of the Company, processing applications for management appointments, remunerations, inter-corporate investment and loans, handling public issues including listing of shares and debentures, conducting both board and general meeting, maintenance of records, registers and minutes of the meetings. In short, it would suffice to say that all legal and procedural matters as per the Companies Act and all other applicable laws fall under the duties of a Company Secretary.
   
  A company secretary of today is a company officer who is endorsed with heavier responsibilities and a greater power, duties which demand for ethical behavior from company secretaries at all times.
   
2. Who can be a Company Secretary?
  Every company shall have one or more secretaries, each of whom shall be a natural person of full age. With effect 10th September 1992, NO PERSON shall act as a company secretary to a company unless:-
 
  • He is a member of a professional body, or any other body, which has for time being prescribed by Minister
  • He is licensed by the Companies Commission of Malaysia (CCM) and before known as Registrar of Companies ROC). Any person who contravenes the above requirement shall be guilty of an offence against the Companies Act, shall be liable to a penalty not exceeding Five Thousand Ringgit.
  • A person who intends to do business in Malaysia must first register a business firm or incorporate a company with Suruhanjaya Syarikat Malaysia and to enable us to incorporate your company in Malaysia a qualified individual having license Company Secretary is compulsory by the companies Acts, 1965 to be appointed to perform the duties.
  • The registrations for company only can be done by the Company Secretary.A registered company is a company incorporated or formed by registration under Companies Acts, 1965. The incorporation is administered by the Suruhanjaya Syarikat Malaysia. Both registrations come under the jurisdiction of the Ministry of Domestic Trade And Consumer Affairs.
   
3. Appointment of Company Secretary and Procedures
  The first secretary shall be named in the articles
   
  Appointment is effective from the date of incorporation
   
  Subsequent appointment apart from first secretary must be by the board
   
  Subsequent appointment only requires formal board resolution
   
  The first Form 49 required to be filed with the Registrar of Companies within one month from the date of incorporation
   
  The particulars of the first secretary shall be entered into the register book.
   
  APPOINTMENT OF A COMPANY SECRETARY
  The Companies Act 1965 requires that every company is to have at least one secretary, but a company is allowed to appoint more than one secretary. The company secretary shall be appointed by the Board of Directors but does not stipulate the procedures for appointment of a secretary.
   
  S.139(1) CA 1965 – of whom shall be a natural person of full age who has his principal or only place of residence in Malaysia
   
4. Resignation and Removal
  A company Secretary may resign by giving resignation letter to the board
   
  The position of the vacant secretary must not be left unfilled for more than one month
   
  Form 49 – reflecting the resignation and appointment of new secretary must be lodged with the Registrar of Companies.
   
  In practice, the removal of secretary and appointment is done simultaneously.
   
5. Disqualifications to act as a Company Secretary
  According to Section 139C of the Act – a person shall be disqualified to act as a secretary if:-
 
  1. He is an undischarged bankrupt;
  2. He is convicted whether within or without Malaysia of any offence mentioned in subsection 130 (1);
  3. He ceases to be a member of the body prescribed by the Minister under Section 139A; or
  4. He ceases to be a holder of a valid license issued under Section 139B.
   
6. Vacation of Office Secretary in Deserted Companies
  Intention to vacate office of secretary through Form 48E after failure to contact the directors from last known address.
   
  The secretary shall cease to be the secretary of the company one month from the date of Form 48E.
   
Conclusion
S139 (1) CA1965
Natural person of full age, every company shall have at least one secretary who has his principle or only place of residence in Malaysia
   
S139 (1A) CA1965
The office of secretary of a company shall not be left vacant for more than one month at any onetime.
   
The role is not of a clerical one but as a Chief Administrative Officer who is entrusted with legal responsibilities.He must be a member of a professional body or any other body which has been prescribed under Section 139A(a) of the Act; or (b) he is licensed by the Registrar as provided under Section139A (b) of the Act.
   
A company secretary‟s duties are governed by the by the Act, common law, the company’s articles of association and the contract of service.HOW AN OFFICE SECRETARY CAN VACATE IN DESERTED COMPANIES?
   
Intention to vacate office of secretary through Form 48E after failure to contact the directors from last known address.
 
 

L & Co Plt.

18A & 20, Jalan Sasa 2, Taman Gaya,
81800 Ulu Tiram, Johor, Malaysia.
Tel +607-859 0410
Fax +607-863 1003
Email liew@liew.my
 
     

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