Understanding The Role Of A Company Secretary In Malaysia

Many people tend to confuse the position of company secretary with other positions like a traditional office secretary, However, a company secretary is an essential position that every company in Malaysia must-have. There are certain duties and roles that every company secretary must fulfil as per Malaysian law.

In this article, you will get to know everything about the role of a company secretary in Malaysia.

What is a Company Secretary?

As per Section 139A of the Companies Act 1965, every organization in Malaysia must appoint a company secretary. Section 236 of the Companies Act 2016 further states that a qualified company secretary must be appointed within 30 days of a company’s establishment.  

A company secretary is a qualified individual who is an officer of a company. It is the responsibility of the Board of Directors of the company to appoint a company secretary. This decision must be taken very carefully after thorough research and interviewing because a company secretary plays a critical role in a company. 

Contrary to popular belief, a company secretary is responsible for much more than just compiling records or performing the traditional duties of a regular secretary. Moreover, the roles and responsibilities of a company secretary have also changed a lot in the last decade. 

Their duties are versatile because they are supposed to be involved in all of the departments of an organization.  Company secretaries should have the required skills and knowledge to regularly monitor and review company procedures and advise the board of the company on important matters. Moreover, they have to work with other companies like accounting firms in Malaysia to which an organization might have outsourced its services.

Roles of a Company Secretary in Malaysia

It is quite clear that having a company secretary in a Malaysian organization is essential because it is mandated by law. The following are the main roles and duties of a company secretary:

Knowledge

A company secretary must have knowledge of the important processes of a company. This is the primary reason why experienced and professional individuals are appointed to this position because they are familiar with the requirements of this job. Generally, a company secretary should have knowledge about:

1. The essential provisions of the Articles of Association of the company.
2. Rules and regulations that apply to the company.
3. Corrective measures that have to apply in case of an error or problem arising at the company.
4. Essential information about the organization and business models so he or she can advise the Board for the betterment of the company.

Ensuring Compliance

Under Malaysian law, a company secretary is responsible for ensuring that legal and standard business protocols are being implemented and that the organization is in compliance with legal guidelines and local rules and regulations. Most of these legislations are stated in the Companies Act 1965. 

Liaison

A company secretary acts as the official liaison for a company. It means that he or she is responsible for communicating with official companies, authorities and other partners such as accounting firms in Malaysia. 

The company secretary also has to ensure that all of the changes made in a company are as per the law and the company’s rules. Such changes must be noted down and relevant forms should be submitted. Malaysian law also dictates that holding an annual general meeting is essential for a company. Therefore, the company secretary must ensure such requirements are met. For this purpose, they should advise the board of the company about the relevant dates on which annual general meetings can be held.

Preparing Resolutions

The role of a company secretary is not only limited to advising the board about the dates of the annual general meeting. They also have to prepare for meetings by developing resolutions, the agenda of the meeting and ensure that it is conducted smoothly and efficiently. Moreover, the company secretary is an essential link between shareholders and a company. Any significant announcement like changes in the company must be announced to the shareholders via the company secretary.  

Notices and resolutions are distributed to the staff and shareholders by the company secretary. Furthermore, other important documents like company registration forms and annual returns are also handled by a company secretary. They must make sure that annual returns are filed with concerned authorities. 

In a Nutshell 

The position of a company secretary is a very important one. No organization can expect to run smoothly without a company secretary due to which the law has made it compulsory for companies to hire a company secretary soon after their inception. Both hiring and removing the company secretary is in the hands of the board of the company. In short, it is an essential position that should be filled as soon as possible so that a qualified company secretary can play its role in the success of the company. For more information, feel free to get in touch with us.