A part of company incorporation in Malaysia demands to hire a company secretary. Without fulfilling this requirement, setting up a corporate structure will not be considered as complete according to the corporate law of Malaysia. Among several regulatory attributes that make the company incorporation in this nation possible, hiring a professional company secretary Malaysia is also considered one of such attributes.
Being a budding entrepreneur in Malaysia, you have to abide the corporate rules for starting a business. The rule of company registration set by SSM clearly stated the necessity of a company secretary in Malaysia. In this article, we will deal with this particular attribute of the company registration procedure.
We will learn about the eligibility that is required to be a company secretary in Malaysia and acknowledge ourselves regarding the roles and responsibilities a company secretary need to carry out once hired in a private limited company in this country. We will also see the aspects that compel an individual when company secretary selection process carried out by the authorized bodies in Malaysia.
What makes an individual Qualify for the company secretary position in Malaysia?
There are several steps and test a candidate needs to pass in order to be approved as a certified company secretary in Malaysia. This approval comes from various regulatory and authorized bodies from this nation.
According to the corporate law of Malaysia, under the Companies Act 1965 Section 139A (a) and (b), there are list of eligibility requirements an individual need to follow. The goal here is to go through the qualification rounds to be an approved company secretary ready for company’s hiring process in Malaysia:
- The initial requirement is the minimum age limitation. The candidate must be above 18 years. Below the legal age limit will not allow an individual to sit for the qualification testes for this designation.
- The next requirement is that an individual must be a resident of Malaysia. In another word, he/she must be a permanent citizen residing in Malaysia.
- The candidate must have chartered accountants as educational background. With that in the bag, the particular candidate must earn the CA certification from the Malaysian Institute of Accountants (MIA).
- There are substitute options if an individual unable to get a CA certificate from the Malaysian Institute of Accountants (MIA) and that is having the qualification or track record of working as a Chartered Secretary registered under MAICSA in Malaysia.
- Or, the eligibility criteria is still open for a candidate if he/she got the approval license to carry the job in the same field gathered from CCM or company commission of Malaysia. This must be noted that it is mandatory to have the license CCM to operate as a commercial company secretary. The license is subject to scheduled renewal from the authorized body.
- There is a third option too; which is being a lawyer or attorney. The position, however, has to be recognized and approved by Malaysian Bar.
- There are some limitations, on which circumstances an individual can lose the status of a company secretary designation; one of such scenario is that particular individual somehow reported going bankrupt, the eligibility for the position will be obsolete in a brief period of time.
- Under Section 130(1), criminal conviction of any type prohibits an individual to access this post. In another word, a Criminal record of any sort in the account will also make an individual ineligible for this particular position.
Roles and responsibilities of Company Secretary Malaysia
At typical instances, an appointed company secretary has several tasks for a newly registered company, it should be noted that once the company has been incorporated, a company secretary has to be deployed within 30 days of registration completion according to the rules set by the company Act of Malaysia.
The roles and responsibilities of a company secretary in Malaysia, on the other hand, mainly include preparing minutes of meeting, as well as he or she is entitled to set the Statutory and Resolutions for company’s board of members. Here we will see the list of typical roles and responsibilities a company secretary needs to carry out in a company once appointed:
- As mentioned above, a secretary needs to set resolutions for the board of directors of the company.
- The secretary is accounted for arranging company meetings for setting up the company resolutions.
- Their roles also include arranging meetings for the board of members in the office and provide them with insightful advices regarding company benefits.
- Preparing an annual Return file for the company is another responsibility what a secretary cannot ignore once appointed in a company. This annual return statement has to be submitted to the Companies Commission of Malaysia (CCM).
- A company secretary is required to attend scheduled board meetings conducted by the company.
- He/she should have proper knowledge about the company Memorandum of Association (MoA) and Article of Association (AoA).
- The company secretary Malaysia also gives a helping hand during the various processes of Company registration. Here the particular person acts as the official liaison party for carrying out all required processes between SSM and the company itself. Moreover, their responsibility also encompasses submitting the company’s statutory returns to the CCM, which is a mandatory compliance set by the company act of Malaysia.
Additional responsibilities of a company secretary in Malaysia:
- It is necessary for a company secretary to have strong ideas on local company laws and governance.
- The responsibility also includes duty such as proposing and fixing dates of conducting the company’s annual meeting.
- The attributes of a company secretary’s responsibility is to contribute to arranging documentation on the company’s share allotments, company bonds, rights/Bonus policies, and so on.
- The secretary often seems to interfere when it is about resolving issues on the company’s share distribution among the board of company owners.
- The roles of a company secretary also suggest a particular employee to manage and maintain the company’s confidential papers, stamps and seals in his/her safe custody.
According to the Companies Act 1965 it is mandatory to hire a secretary within 30 days of company incorporation. However, it must be noted that the owner have the liberty to choose the right secretary for his/her company. By now it is clear that a secretary cannot be a random person, but need to have certain strict qualifications to be called as certified company secretary in Malaysia.
Every certified or valid company secretary has to have a legal license issued by the Company Secretaries Association that allows that individual to practice their profession and get appointed by any SDN BHD company in this nation. The license of a secretary needs to be renewed at a regular monthly interval to keep its validity intact. Once hired, the core roles and responsibilities remains almost the same for all companies. However, for better assistance, all additional services are clearly explained by the Secretary Association of Malaysia.
Even though all roles and additional to-do lists are well mentioned beforehand of a secretarial appointment process, if an owner of the company feels that the secretarial task is not satisfactory, and the work delivered is not up to the expectation, the board of director of the company has the full right to dismiss the current company secretary with formal dismissal latter and instead hire more preferable secretary for the company instead.
Along with many core responsibilities, a good secretary is expected to provide company auditing, consulting services to even client accountancy services. At the end, a company secretary Malaysia plays important roles to uphold a new company and connect it with appropriate entities to keep the business full proof and flawless from the very beginning.
FAQ on Company Secretary
Who can be eligible for a company secretary in Malaysia?
For being a company secretary, an individual has to be at least 18 years of age, and a resident of Malaysia. After that, he/she must earn the CA certification from Malaysian Institute of Accountants (MIA), or must have a qualification of working under a Chartered Secretary registered under MAICSA. There are other substitute eligibility criteria as well, which you can get to know in this article.
What are the main responsibilities of company secretary?
The core responsibilities of a company secretary include:
- Office administration
- Ensuring to keep an eye on compliance with statutory and regulatory requirements.
- Engage in board of directors meeting and provide useful suggestions.
- Take part as a liaison between the company and the governmental bodies.
- Administer company share and appropriate share distribution.
- Prepare legal and governmental paperwork during the company incorporation procedures.
- Take care of company’s MoA and AoA.
- Prepare annual return file of the company for CCM
- Setup company resolution meeting
And so on.
Can a director take the position of secretary of his/her own company?
Yes, only if he/she is the sole director of the company or else according to the Companies Act 2016, a separate company secretary needs to be appointed if the company requirement demands so.
Who cannot act as a company secretary?
Any individual who is bankrupted or indulge or accused for criminal activities and did not pass the company secretary certification procedures and finally doesn’t acquire appropriate company secretary license from authorized bodies in Malaysia is not be considered as a company secretary.
How can a candidate pass Company Secretary Exam?
For passing the company secretary exam, an individual need to carry out following procedures:
- Study and learn the modular resources provided by the authorized institute.
- Frequent and regular practice on the subjects that includes company cost and tax issues.
- Make note, review and analyze past year test papers.
- Don’t skip any modules and chapters in the syllabus; cover the whole syllabus
- While in exam, attend all the questions write clearly and answer them precisely but briefly.