What are the roles and duties of a Company Secretary in Malaysia?

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What is a Company Secretary?

A company secretary is an individual who usually assists the corporate governance, corporate planning and strategy development of a company. While we may think that a company secretary job is purely clerical or secretarial, in reality, a company secretary is more than that. In reality, as we will notice later, it has many roles and functions. Therefore, the title “company secretary” does not do any individual who holds this title justice.

So what do they do?

Roles and Duties of a Company Secretary

On the most basic front, a company secretary holds high-level responsibilities to ensure that the company operates in compliance with the relevant laws and regulations with regard to, amongst others:

the proper management of secretarial and corporate records;
compliance with legal, regulatory and listing requirements;
the administration of property administration and employee benefits;
corporate conduct and governance mechanisms.

Not only that, but a company secretary also needs to actively participate in developing and implementing internal regulations for the company to ensure the company adheres to good corporate governance.

A corporate secretary owes a duty not only towards the company, but also its board of directors as well as its shareholders.

Towards the Board of Directors, a company secretary acts as the directors’ right-hand man in almost all areas of the running of the company. In this regard, a company secretary:

has a duty to give impartial advice in the best interest of the company, particularly in a situation where there is a conflict of interest between the company interest and the director’s interest;
provides logistical support to all the directors which go beyond scheduling meeting, such as providing the most relevant and up-to-date information to the directors to ensure the decisions are for the betterment of the company; and
has a duty to ensure that new directors receive proper induction and training to enable them to perform their duties properly.

In certain cases, a company secretary is also expected to advise the directors on legal matters pertaining to the company and corporate governance. This usually applies when a company secretary is previously a legal practitioner who has experience in corporate governance and the relevant governing laws thereof.

As for the Shareholders, a company secretary has the responsibility to:

ensure that the dividends, transfer and allotment of shares of the shareholders are done in a timely manner and complies with the Act;
prepare a proper company annual report for the shareholders to ensure that they are able to make informed decisions during shareholders’ meetings; and
ensure that potential investors/ shareholders are given the proper and relevant information of the company, as this could draw them in for the company’s benefit.

Other day to day roles includes but is not limited to:

Prepares the minutes of meetings and also follows up on any decision made during the meeting as instructed, extracts resolutions that are taken at in meetings, prepare and certify the minutes;
Records the financial year-end and keep the company informed about the date for the financial year-end of the company;
Appointing an auditor;
Maintain records of the declaration of beneficial ownership; and
Ensure the directors/ shareholders are who they say they are.

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How does one become a Company Secretary in Malaysia?

The Companies act 2016 (“the Act”) makes it compulsory for companies to appoint a company secretary¹. To be eligible as a company secretary, an individual must:

Be a natural person of 18 years and above, and is a citizen or permanent resident of Malaysia²;
Have at least a Sijil Pelajaran Malaysia (SPM) certificate or equivalent with credit in either Bahasa Malaysia or English;
Have at least 1 – 5 years working experience in fields relating to company law or company secretarial practice, depending on the academic qualification held³;
Must be a member of a body⁴ recognized or licensed by the Companies Commission of Malaysia (CCM)/ Suruhanjaya Syarikat Malaysia (SSM)⁵;
Not be an undischarged bankrupt, convicted in or outside Malaysia of offences mentioned in Section 198 the Act, or have ceased to hold a practicing certificate under Section 241 of the Act.

In view of the important roles the company secretary plays in business, always make sure that the company secretary engaged for your business is professionally qualified and duly registered with one of the prescribed bodies.

Looking for experienced Company Secretary in Malaysia for your company?