Roles of a Company Secretary in Malaysia

What is a company secretary?

A company secretary is a mandatory member of a business corporation’s team. Upon the company’s incorporation, it becomes a legal requirement for the appointment of a company secretary. 

What does a company secretary do? 

There are several roles and responsibilities held by a company secretary in Malaysia, including: 

• Attend board meetings
• Ensure company policies are in line with the Company Act
• Maintenance of secretarial records
• Organise and manage Annual General Meetings (AGMs) 
• Maintain routine communication between shareholders and directors
• Prepare and file annual return of the company
• Update and maintain statutory books and documents of the company
• Update the Companies Commission of Malaysia (CCM) or Suruhanjaya Syarikat Malaysia (SSM) regarding changes in the company’s statutory information 

What are the requirements of a company secretary? 

Under Malaysian law, companies undergoing or have completed incorporation must have at least one company secretary working for or within the firm. 

The company secretary is required to meet the following conditions: 

• A natural person
• 18 years of age and above
• A Malaysian citizen or permanent resident ordinarily residing in Malaysia
• A member of any professional body recognised by the CCM or SSM, including the following:
  • The Malaysian Association of the Institute of Chartered Secretaries and Administrators (MAICSA) 
    Malaysian Association of Company Secretaries (MACS) 
    The Malaysian Bar
    Malaysian Institute of Accountants (MIA) 
    Malaysian Association of Certified Public Accountants
    The Sabah Law Association
    The Advocates’ Association of Sarawak

An individual may not be hired as a company secretary if the individual is: 

• Remains an undischarged bankrupt persons
• Convicted as an offending party under section 198 in or out of the country

What is the process of appointing a company secretary? 

The individual chosen to act as company secretary must be appointed within thirty (30) days from the company’s incorporation date. The appointment of company secretary must be consented via written agreement between both parties. Should the company require more than one company secretary, multiple individual written agreements must be drafted and signed by all parties involved. 

Company secretaries are allowed to resign, as long as a notice is submitted to the Board. When a company secretary resigns, the company must notify the Registrar once the secretary is no longer involved with the company itself. This must be completed within 14 days of such an event. 

Once a notice of resignation is officially submitted, the company secretary will no longer be working for the company as secretary within 30 days of doing so. A company secretary’s tenure also depends on the terms and conditions corresponding to the written agreement. 

All incorporated companies in Malaysia are required to appoint a company secretary to perform necessary functions in relation to adhering to the laws of Malaysians involving business compliance. To read more about the necessities of appointing a company  secretary, click here.