Roles and Responsibilities of Company Secretary in Malaysia

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 (Company Secretary, n.d.).

After company fully incorporated under Companies Commission Malaysia, the company directors will receive a certificate of incorporation and within 30 days from the registration date, the duties and responsibilities of all directors is to appoint at least one licensed company secretary to perform duties as the secretary of the company (Company Secretary, n.d.). The appointment of Company Secretary is part of the legal requirement according to the Companies Act. A company is allowed to appoint more than one secretary (3E Accounting, n.d.).

Eligibility of Company Secretary

1. He or she shall be a natural person of full age (18 years old) who has his or her principal or only place of residence in Malaysia, and 

2. He or she is a Chartered Accountant (registered under Malaysian Institute of Accountants (MIA) ), or 

3. He or she is a Chartered Secretary (registered under Malaysian Institute of Chartered Secretaries and Administrators (MAICSA) ), or 

4. He or she is a Licensed Secretary (licensed by Company Commission of Malaysia to be company secretary), or 

5. He or she is a Lawyer (registered with Malaysian Bar) 

6. He or she must not be bankrupt

(3E Accounting, n.d.)

Roles and Responsibilities of Company Secretary

1. An Officer of the Company and Advisor to the Board

a. He or she is familiar with the provisions of the Memorandum and Articles of Association of the company (3E Accounting, n.d.). 

b. He or she is well versed in the compliance of numerous statutory and regulatory bodies (3E Accounting, n.d.). 

c. He or she is responsible to ensure correct procedures are followed and remains compliant with the Company’s Memorandum and Articles of Association (M&A) and the Companies Act (3E Accounting, n.d.).

2. Compliance with Statutory Requirements and Advisory

a. The Company Secretary has the responsibility to ensure the company is compliant with legislation as in Companies Act (3E Accounting, n.d.). 

b. He or she acts as the official liaison party for the company to communicate, prepare, and submit Statutory Returns with the Suruhanjaya Syarikat Malaysia (SSM) (3E Accounting, n.d.). 

c. He or she must ensure that any alteration in the company’s statutory information will be lodged with the registrar of Companies together with the duly completed documents in a timely manner (3E Accounting, n.d.). 

d. The Company Secretary should advise the board of directors of the relevant dates for holding the company’s annual general meeting (3E Accounting, n.d.).

3. Preparation of Board Meetings

a. The Company Secretary is required to attend any of the board meetings and provide general advice on matters relating to company secretarial matters when required (3E Accounting, n.d.). 

b. Co-coordinating the operation of the company’s formal decision making and reporting machinery; formulating meeting agendas with the chairman and /or the CEO; attending meetings, taking minutes; maintaining minute books; certifying copies of minutes and ensuring that correct procedures are followed (3E Accounting, n.d.).

c. The Company Secretary is a link between shareholders and the company. In other words, he or she will send out notices (circular resolutions) and liaise with shareholders regarding any shareholder meetings and the Annual General Meeting (AGM) or Extraordinary General Meeting (EGM) (3E Accounting, n.d.).

4. Maintaining Statutory Registers and Books

A Company Secretary is also responsible for the completion and timely submission of the company’s annual return and full accounts by the statutory deadline (3E Accounting, n.d.).

a. Statutory Returns

Updating SSM on (3E Accounting, n.d.): 

- Any changes in the director(s) of a company or particulars relating to director(s) 
- Changes to a directors name or residential address 
- Removal from office in accordance with the Malaysia Companies Act or the constitution 
- Disqualification from holding office 
- Appointments/resignations/deaths 
- Annual return 
- Change of company name 
- Adoption, alteration and revocation of constitution 
- Issue of shares 
- Any other changes that requires updating with SSM

b. Report and Accounts 

Coordinating the publication and distribution of the company’s annual report, accounts and interim statement, and the preparation of the directors’ report (3E Accounting, n.d.).

c. Share Registration 

Maintaining the company’s register of members, dealing with transfers and other matters affecting shareholdings and dealing with queries and requests from shareholders after registering company (3E Accounting, n.d.).

d. Shareholder Communication 

Communicating with the shareholders (i.e. through circulars), payment of dividends and interest, issuing documentation regarding rights issues and capitalization issues, general shareholder relations and relations with institutional shareholders and their investment protection committees (3E Accounting, n.d.).

e. Shareholder Monitoring 

Monitoring changes within the register of members to identify an apparent ‘stake-building’ in the company’s shares by potential takeover bidders and making enquiries of members as to beneficial ownership of holdings (3E Accounting, n.d.).

f. Share and Capital Issues, Transfers and Restructuring 

Implementation of changes in the structure of the company’s share and loan capital and devising, implementing and administering directors’ and employees’ share participation schemes (3E Accounting, n.d.).

g. Acquisitions and Disposals 

Participating as a key member of the company team established to implement corporate acquisitions and disposals, protecting the company’s interests by ensuring the effectiveness of all documentation and that due diligence disclosures enable proper commercial evaluation prior to completion of a transaction (3E Accounting, n.d.).

h. Corporate Governance 

Reviewing developments in corporate governance and advising and assisting the directors with respect to their duties and responsibilities, compliance with their personal obligations under company law and, if applicable, Stock Exchange requirements (3E Accounting, n.d.).

5. Custody of the Company Seal 

He or she is responsible to ensure the safe custody and proper use of company seal (3E Accounting, n.d.).

6. Primary Point of Contact

a. The Company Secretary is the primary point of contact for institutional and other shareholders, especially with regard to matters of Corporate Governance (3E Accounting, n.d.).

b. In addition to all the responsibilities, the Company Secretary is also a key member of the company in the implementation of corporate acquisitions, disposals and mergers, while protecting the company’s interests by ensuring the effectiveness of all documentation, ensuring due diligence disclosures, enabling proper commercial evaluation prior to completion of a transaction; ensuring timely execution of documentation etc (3E Accounting, n.d.).

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Edited by: 浪子

Bibliography

3E Accounting. (n.d.). Roles and Responsibilities of a Company Secretary in Malaysia. Retrieved from 
https://www.3ecpa.com.my/resources/corporate-compliance-requirement/roles-and-responsibilities-of-a-company-secretary-in-malaysia/

3E Accounting. (n.d.). Corporate Secretary Services in Malaysia. Retrieved from 
https://www.3ecpa.com.my/services/corporate-secretarial/company-secretary-services/

Company Secretary. (n.d.). Retrieved from http://www.registercompany.com.my/services/about-company-secretary/