Role and Responsibilities of the Company Secretary in Malaysia
The appointment of a Company Secretary is important to a company as stated in the Companies Act 2016.
By AZIZAM AZIZAM
Qualifications of Company Secretary
According to the Companies Act 2016 Section 235, the qualifications to be a company
secretary are as follows:
1. He must be considered a neutral party of full age (18 years) whose
principal residence is in Malaysia, and
2. He is a Chartered Secretary registered under the Malaysian Institute of
Chartered Secretaries and Administrators (MAICSA), or
3. He is a Licensed Secretary (licensed by the Companies Commission of
Malaysia (SSM) as a company secretary), or
4. He has not been declared bankrupt and has never been found guilty of
any offense under Section 238 (1) of the Companies Act.
Roles and Responsibilities of the Company Secretary
The Company Secretary in Malaysia has important roles and responsibilities as outlined in the Association of Secretaries, which is administered and regulated by the Companies Commission of Malaysia. The following are the responsibilities of the Company Secretary:
a) As a Company Officer and Advisor to the Board
• Understand the provisions of the Companies Act 2016 for companies.
• Understand the compliance issues of various statutory and regulatory bodies.
• Responsible for ensuring proper procedures are followed and maintaining
compliance with the Companies Act 2016.
b) Compliance with Statutory Requirements and Advisory Services
• Responsible for ensuring that the company complies with the law as in the
• Act as the liaison officer for the company in communicating, preparing and sending important documents with the Companies Commission of Malaysia (SSM).
• Ensure that any changes in company information are reported to the Registrar of Companies together with documents (required) in full at the specified time.
• Advise the Board on the relevant dates for holding the company’s annual general meeting
c) Preparation of Board Meetings
• Attend any board meetings and give general advice on matters relating to company secretarial when required.
• Be a relationship between shareholders and the company. Need to send notice (circular resolution) and communicate with shareholders regarding any shareholders’ meeting and Annual General Meeting (AGM) and Extraordinary General Meeting (EGM).
d) Complete the Annual Return
Responsible for completing and submitting the company’s annual return in detail and on time before the statutory deadline.
e) Holder of Company Seal Custody
Responsible for ensuring the company’s seal is stored securely.