5.

2 COMPANY SECRETARY

1
 2
INTRODUCTION
 According to Section 235(1) of the Companies Act 1965, every
companies incorporated in Malaysia must have at least one licensed
company secretary, and he must:
• be a natural person
• of full age
• a citizen or permanent resident of Malaysia
• Ordinarily resides in Malaysia by having his principal residence
in Malaysia.
 Where a company has two or more secretaries, at least one of them
or their agent or their clerk, must be present at the registered office
and at the hours during which the registered office is accessible to
the public.
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 Every company must keep at its registered office a register

of its directors, managers and secretaries. It must contain
the full name, identification and residential address and
other occupation, if any, of the secretary.
 A secretary is an “officer” of the company. Her/his duties
are set out in the Act itself and are primarily to ensure the
companies are adhering to the procedures set out in the
Companies Act.
 S. 2(1) recognizes the company secretary as an officer of
the company.
 QUALIFICATIONS OF COMPANY
4 SECRETARIES - sec. 235(2)
 Section 235(2) provides that no person shall act as a company secretary unless
he is a member of a recognised professional body or licensed by the ROC.
 Among the recognized professional bodies are:
 Malaysian Association of the Institute of Chartered Secretaries and
Administrators
 Malaysian Association of Company Secretaries
 Malaysian Institute of Accountants
 Malaysian Association of Certified Public Accountants
 Malaysian Bar
 Sabah Law Association
 Advocates’ Association of Sarawak
 He must achieve a certain academic qualifications before he may be admitted
as a member of the above professional bodies.
 5 Sec. 235(2)(b)

 A person who is not a member of the professional bodies

may be employed as a secretary if he is licensed by the
Registrar of company to be a company secretary under
section 20 G of the Companies Commission of Malaysia Act
2001.
 The Registrar will consider the character, qualification
and experience of the applicant and the interest of the
public to decide whether a person is a fit and proper
person to be a company secretary.
 DISQUALIFICATIONS OF
6 COMPANY SECRETARIES
7 APPOINTMENT

 The proposed first secretary of a company must be named

in the application for incorporation of a company.
 The appointment of the first secretary must be made within
30 days from the date of incorporation of a company:
s.236(2)
 He must consent to act as a secretary of the company. s.
236(3)
 The subsequent appointment of secretary of a company
will be made by the board of directors for such terms and
upon such conditions that the directors may think fit.s.
236(1).
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TERMINATION AND VACANCY

 Subject to any provision for resignation in his terms of appointment, a

company secretary may resign by giving a reasonable notice to the
company/directors.
 If none of the directors can be reached at the last known residential
address, the secretary can lodge with the registrar of company a notice
in the prescribed form notifying the Registrar of the fact and his
intention to resign. He shall cease to be a company secretary one
month after the date of the notice.
 A company secretary also can be removed by the directors
 The office of secretary however, may not be left vacant for more than
one month at any one time – sec. 240.
9 FUNCTIONS OF SECRETARY

 The scope of functions and authority of a company secretary

vary according to the terms of his appointment.
 His functions are generally ministerial and administrative in
nature. He is however, not concerned with the management of
the company or the carrying out of the business of the
company.
 The main duties are to implement the decisions of the
decisions of the board or of the general meeting, to ensure
that the relevant statutory returns which are required to be
lodged under the CA are lodged within the prescribed time;
and the registers of a company which are required to be kept
by the CA are properly kept and maintained.
 AUTHORITY OF SECRETARY
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 According to the old English cases the secretary of a company

occupied a very humble position – more or less like a minor clerk.
(Barnett, Hoares & Co. v South London Tramways Co. (1887).
 The status, however, has changed greatly nowadays. The position of a
company secretary is that of a “ chief administrative officer of the
company” – Salmon LJ in Panorama Dev. (Guilford) Ltd. V Fidelis
Furnishing Fabrics Ltd.
 Syed Agil Barakbah SCJ in Mohamed bin Othman & Anor v Abdul
Shattar bin Abdul Rahim & Ors described a company secretary as an
“administrative officer“ of the company and having the “authority to
negotiate contracts necessary for the carrying on the administration of
the company’s organisation, such as contracts for the appointment of
staff etc”.
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 A company secretary is like any other agent of the

company . The company is bound by his act if it is
within the scope of his express/ implied authority.
 The directors of a company may by a proper
resolution confer upon a secretary the power to
perform a certain function which is not ordinarily the
function of a secretary. If the function is executed by
the secretary as authorized, it will be binding on the
company - Mohamed bin Othman & Anor v Abdul
Shattar bin Abdul Rahim & Ors.
12 Duties

 Section 102(1) of the Companies Act 2016  states that – 

  The secretary shall cause the register of members to be properly
kept and maintained regularly and all the particulars on issuance
and transfer of shares are entered into the register
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 The company secretary must ensure that all statutory

returns and annual returns required to be lodged with the
Registrar of Companies are prepared and filled within the
appropriate time limits.
 The company secretary must organize and attend meetings
of the shareholders and directors; send out notices, prepare
agendas, compile minutes of the meeting etc.
 He must be aware of the meeting procedures ,quorum
requirements, voting procedures and proxy provisions.