Company

Secretary
 CONTENTS

• Introduction
• Appointment
• Qualification
• Duties
 THE COMPANY SECRETARY
INTRODUCTION -
The company secretary (CoSec)acts as
an official liaison officer between the
company and the Companies
Commission of Malaysia (CCM) or
known locally as Suruhanjaya Syarikat
Malaysia (SSM).

A company secretary upholds a wide

range of roles and responsibilities in a
co.
 APPOINTMENT...
1. S.236(2) - The first secretary of the company must be
appointed within 30 days from the date of incorporation
of a company.

2. S.240 - The office of the secretary must not be vacant

for more than 30 days at any one time .

3. The terms and conditions of a secretary’s appointment

and his remuneration will be determined by directors.

4. The directors, usually by a resolution of the board of

directors, also have the power to remove a secretary -
S.239
 ...APPOINTMENT
5. A secretary can resign by giving
reasonable notice to the BOD. –S.237

6. A director may be appointed as the co’s

secretary, but under S.242 a person is
prohibited to be in a position to authorise
where it requires them to act as both a
director and secretary.

7. A person may be a secretary to more than

one company. At the same time he may
also be gainfully employed elsewhere.
 QUALIFICATION
• S.235 CA 2016, a company must have at least one
company secretary who is a natural person of 18 years
old & has a principal or place of residence in
Malaysia.
• He or she must also possess at least one of the
qualifications below:
i. A chartered accountant who is registered under the
Malaysian Institute of Accountants (MIA).
ii. A chartered secretary who is registered under the
Malaysian Institute of Chartered Secretaries and
Administrators (MAICSA)
iii. A licensed secretary who is licensed by the
Company Commission of Malaysia to be a company
secretary
iv. A lawyer who is registered with Malaysian Bar or any
relevant authorities.
• A company secretary must not be bankrupt and is not
convicted of any offence under S.238.
 DISQUALIFICATION
S.238 (1) A person is DISQUALIFIED to act as a Co Sec if he is :-
• an undischarged bankrupt, or
• convicted for any of the following offences:
➢ those in connection with the promotion, formation or management
of a company;

➢ those involving fraud or dishonesty where the punishment is

imprisonment of 3 months or more;

➢ those involving dishonesty or lack of reasonable diligence in the

discharge of director’s duties;

➢ insider trading; or those involving situations where proper

company accounts are not kept; or

➢ No longer a member of a body prescribed under s.235

➢ No longer hold a licence as company secretary issued by the

Registrar of Companies – s.241
 DUTIES AND RESPONSIBILITIES
1. Understanding the Company
The company secretary (CoSec) will need to first and
foremost learn how the company operates. CoSec must be
able to grasp the extent of the company fully.

2. Ensure Compliance with Statutory Requirements

• The CoSec acts as an official liaison officer for their
company They are the bridge between the company and
the Companies Commission of Malaysia (CCM) or known
locally as Suruhanjaya Syarikat Malaysia (SSM). Under the
Companies Act 1965, the CoSec will assist in the
preparation and submission of company’ statutory returns
to SSM.
 DUTIES AND RESPONSIBILITIES
3. Preparing Minutes, Resolutions and Attend Meetings
• The CoSec is required to attend Board meetings or general
meetings and is responsible for taking the
meeting minutes. They will be relied on in providing advice
to the members of the company as well as other senior
officers in the company.
• A CoSec has to prepare resolutions by way of circular
resolutions whenever needed by the Board or its members.
• The CoSec has to prepare and file the Annual
Returns of the company to SSM.

4. As an Advisor to the Company

In general, CoSecs have to make sure that all company
records are kept and updated properly in accordance with
the current legislation in Malaysia.
 DUTIES AND RESPONSIBILITIES
Other duties :
A CoSec also works on other services such as:
• Transferring of company shares, certificate
splitting for shares and creating copies of share certificates.
• Preparing documents and authorising
changes in name of the company or changes in directors.
• Certification of documents
• Preparation of official documents required under the
Companies Act 2016
• By being the senior corporate officer, the CoSec acts as the
focal point for communication with the company’s main
stakeholders such as the board of directors, shareholders
and senior management.