According to section 235(1) of the Companies Act 2016, it is mandated that a company is obligated to maintain at least one company secretary who is shall be a natural person, eighteen years of age and above and either a Malaysian citizen or a permanent resident of Malaysia. Additionally, this individual must have their primary residence situated in Malaysia, thus qualifying as an ordinarily resident. While a company does possess the liberty to appoint multiple company secretaries, it remains essential for each of them to satisfy these specific prerequisites. Appointed secretary shall be has consented in writing to be appointed as a secretary, he is qualified under section 235(2) and he is nor disqualified under section 238. Company Secretary has Ostensible Authority The company secretary holds what is known as “ostensible authority“ granted by the company‘s directors to engage in contractual agreements on behalf of the company. This authority covers routine tasks such as procuring office supplies without the necessity of obtaining explicit consent from the directors. In these instances, seeking directorial
permission is not a prerequisite for the company secretary. However, it‘s important to note that such authority doesn‘t extend to matters of a managerial nature.

Key considerations include:
1. Scope of Authority: When the company secretary operates within the boundaries of their authority—whether implicit, explicit, or ostensible—the company is legally bound by their actions.

2. Liability for Breach: Should the company secretary undertake actions outside the scope of their authority, they assume personal liability towards any third parties with whom they‘ve entered into a contract. Moreover, they also become accountable to the company for exceeding their authority. The distinction here is that the company secretary‘s authority is applicable to routine and day–to–day matters, but not managerial decisions. Adherence to these principles ensures
proper and authorized representation of the company in contractual dealings. 

The Evolving Responsibilities of a Company Secretary
Traditionally, the role of a Company Secretary has been primarily focused on upholding regulatory compliance and overseeing corporate record–keeping. However, in an age where technology is intricately interwoven into the financial and operational fabric of every organization, the Company Secretary‘s role has expanded into a comprehensive, all–encompassing realm. As responsibilities continue to grow, this corporate professional has evolved into a valued advisor to the Board of Directors, playing a pivotal role in maintaining robust corporate governance.

Categories of Duties
The responsibilities of a Company Secretary can be categorized into distinct sections, encompassing the following aspects:
1. Statutory Duties
Within this realm lie the duties mandated by the Companies Act. Although some of these tasks are carried out solely by the Company Secretary, many are executed collaboratively between the directorial team and the Company Secretary. Such obligations encompass:

 Affixing the signature on the annual return.
 Ensuring meticulous adherence to the stipulations of the Companies Act.
 Completing and signing applications for the registration of the company‘s business name.
 Drafting the statement of affairs.

2. Disclosure Duty
The Company Secretary bears the responsibility of disclosing specific information for its inclusion in the register of directors‘ and secretaries‘ interests.

3. Duty of Diligence
A paramount duty of the Company Secretary entails exercising the utmost skill, care, and diligence in the execution of their tasks. Any neglect on their part renders them accountable for any ensuing losses.

4. Administrative Duties
The Company Secretary is entrusted with various administrative tasks, encompassing:
 Communicating effectively with company shareholders.
 Maintaining requisite statutory registers.
 Formulating and issuing notices for board and general meetings.
 Ensuring seamless dissemination and adherence to board decisions.
 Safeguarding the company seal

In a landscape marked by technological advancement and heightened corporate accountability, the Company Secretary‘s duties have undergone a transformative shift.
Embracing a holistic approach, they now serve as a linchpin in sustaining effective corporate governance while navigating the intricate tapestry of legal, administrative, and strategic dimensions.

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