Company Secretary in Malaysia
From overseeing administrative tasks to ensuring corporate compliance, the responsibilities of a corporate secretary play a pivotal role in the ongoing success of businesses in Malaysia. Additionally, the corporate secretary serves as the principal administrator and compliance advisor to the company’s directors. Recognizing the significance of this role, many new and established companies opt to engage the services of an experienced corporate service provider to fulfil their corporate secretarial needs in Malaysia.
Why Do You Need To Hire A Company Secretary?
What Do Malaysia's Corporate Secretarial Services Include?
The Malaysian company secretary shoulders a diverse set of responsibilities aimed at guaranteeing the company’s adherence to the legal framework of Malaysia’s corporate law. The table below outlines a list of the common company secretary’s tasks in Malaysia:
1
Filings with Suruhanjaya Syarikat Malaysia (SSM)
- Filing notices of appointment, removal, and resignation of various company officers such as directors, managers, company secretary or auditors
- Preparation of documents for annual return filings
- Filing changes in company related information such as Company Name, Nature of Business, Financial Year-End, etc.
- Filing changes in share related transactions such as increase in Share Capital, Share Transfers, Capital Reduction, etc
- Filling changes of particular(s) of company officer(s) such as name, address, contact number, etc
2
Maintaining statutory registers
- Register of Substantial Shareholders
- Register of Company Charges
- Register of Directors, Secretaries, Managers.
- Register of Nominee Directors
- Register of Directors’ Interests in Shares and Debentures
- Register of Beneficial Owner
- Register of Nominee Shareholders
- Register of Debenture Holders
- Minutes book
- Register of Member
3
Board meetings
For companies with a more diverse board of directors, the company secretary will assist in the convening of physical Board meetings.
- Advise directors on the issues to be discussed in the meeting
- Prepare and distribute the necessary documents
- Attend and record minutes of the meeting
- Prepare board resolutions and certify copies of minutes
4
Annual general meeting (AGM) or Extraordinary General Meeting (EGM)
- Prepare and issue meeting notices to shareholders
- Prepare meeting agendas
- Prepare and distribute financial reports
- Ensure that voting is carried out properly
5
Other duties
- To be appointed as the named secretary of the company with SSM.
- Conduct regular due diligence and KYC exercise on the company officers and shareholders.
- Assist in the registration of Company Data Protection Officer (DPO)
- Provide regular advisory on compliance matters to the Board of Directors.
- Ensure the safe custody and proper use of the company seal
- Handle the correspondence between the shareholders and the company
- Remind the directors to carry out their statutory duties in a timely manner.
Who can be a Company Secretary in Malaysia?
According to the Companies Act, a Malaysia company secretary is required to fulfill the following criteria:
Proficiency in Malaysia Company Law
The role of a corporate secretary within a company demands a profound understanding of Malaysia’s corporate legal framework and compliance requirements. Furthermore, they should possess familiarity with all mandatory annual company filings.
Malaysia Residency Requirement
This requirement is applicable to both locally and foreign-owned companies operating in Malaysia. The corporate secretary must have their primary residence in Malaysia.
Local Residency in Malaysia
The Malaysia government defines an ordinary resident as a Malaysia Citizen, a Malaysia permanent resident. In some situations and subject to government consent, an Employment Pass holder who maintains a local residential address in Malaysia may also be considered an local resident.
What happens if my company do NOT appoint a Company Secretary?
Comparison table for our 2 secretary plans
DIGITAL
RM49 per month
PLUS
RM99 per month
Annual Return Filing
- +RM460
- +RM460
Communication Channels
- Mobile app to raise service request
- General Email & General WhatsApp for Enquiries
- Private WhatsApp & phone calls
Account Management
- Competency level of Secretary Staff
- Dedicated Client Account Manager
- Junior – Mid
- Mid – Senior
Document Signatory
- e-Signature (via our Secretary App or Hello-Sign)
- Traditional paper-based Signature
Service Level Agreement
- Extended support hours
- Priority response time
Additional services you might need
Get your company registered, bank account opened along with all compliances sorted for the year ahead with the click of a button.
RM100.00
per pax per request
- Resolution for Opening or Closure of Bank Account
- Application of Internet Banking
- Change Authorised Bank Signatory
- Increase Initial Share Capital
- Change of Financial Year End
- Purchase/Disposal of Assets
- Letter of Confirmation
- Resolution for Tenancy Agreement
- Appoint/Change of Secretary
- Change of Registered Office Address
- Appointment/Resignation of Director
- Appointment of Corp. Representative
- Change of Beneficial Owner
- Change of Tax Agent
- Acquisition/Disposal of Shares
- Add/Change of Branch Address
RM200.00
per pax per request
- Acceptance of Banking Facilities
- Purchase/Disposal of Property
- Appointment of Next of Kin
- Change of Nature of Business
- Request For Extension of Time (Include SSM Fee)
- Abolishing of Existing Constitution / MA & A
- Declaration of Dividend
- Allotment of Shares (Individual)
- Transfer of Shares (Individual)
Other Ad-hoc Request *
- Allotment or Transfer of Shares (Corp. Shareholder) – From RM300 / request
- Change of Company Name (Include Common Seal) – RM500 / request
- Strike off of A Dormant Company – RM2,500 / request
- Adoption/Lodgement of 1st Constitution (with Stamp Fee) – RM500 / request
- Amendment to Constitution / M&A – From RM300 / request
- Express Filing – RM100 / letter + RM200 / request
- Attendance and/or Preparation of AGM/EGM – From RM300 / hour
- Submission of Unaudited FS (Include SSM Fee) – From RM800 / request
- Purchase of Company Profile – RM50 / request
- Removal of Director (EGM)* – From RM200 / request
- CTC of Documents/Forms by Secretary – RM10 to RM30 / doc
- Ad-hoc resolution(s) / request – From RM100 / request
- Submission of Exempt Private Company (EPC) – RM700
Qualifications of a Secretary for a Public Company
A public company secretary in Malaysia must satisfy at least one of the following conditions:
✔️Minimum qualification: Sijil Pelajaran Malaysia (SPM) or equivalent (credit in Bahasa Malaysia and English).✔️Sijil Pelajaran Malaysia (SPM) / Sijil Tinggi Pelajaran Malaysia (STPM), Minimum 5 years working experience
✔️Holders of a certificate in the field of company law, company secretarial practise, management, business administration or accounting, Minimum 3 years working experience
✔️Diploma in the field of company law, company secretarial practise, management, business administration or accounting, Minimum 2 years working experience
✔️Degree in the field of company law, company secretarial practise, management, business administration or accounting, Minimum 1 year working experience
Who does not NOT qualify to be a Company Secretary?
The Companies Act also specifies circumstances in which an individual is disqualified from serving as a corporate secretary.
✔️Undischarged Bankrupts
An individual who is an undischarged bankrupt is generally disqualified from acting as a company secretary. This is because bankruptcy may indicate financial instability and may compromise the individual’s ability to perform the duties of a company secretary effectively.
✔️Convicted Individuals:
Individuals who have been convicted of certain offenses, particularly those related to dishonesty or fraud, may be disqualified from serving as a company secretary. The specific disqualifications are outlined in the Companies Act, and individuals with certain criminal convictions may be deemed unfit for the role.
✔️Foreign Individuals without Qualifications:
Foreign individuals who do not possess the necessary qualifications or meet the criteria specified by the Companies Act may not qualify to be appointed as a company secretary in Malaysia. The Act outlines the qualifications and requirements that a person must have to be eligible for the position.
✔️Certain Public Officers:
Public officers and officers of statutory bodies may not be eligible to act as company secretaries unless approved by the Registrar of Companies. This is to prevent potential conflicts of interest between public duties and private corporate responsibilities.
✔️Persons Disqualified by the Registrar:
The Registrar of Companies has the authority to disqualify individuals from serving as company secretaries based on specific grounds outlined in the Companies Act. These grounds may include non-compliance with legal requirements or improper conduct.
Appointment of a Company Secretary in Malaysia
Removal of a Company Secretary
There are situations in which a company may decide to terminate the services of its company secretary. Ideally, the company would request the company secretary’s resignation. However, if the company secretary declines to step down, the company has the alternative of initiating the removal process by way of a board resolution, which doesn’t necessitate the receipt of a formal resignation letter from the company secretary. Once the board resolution has been approved, the company is obliged to submit a notice of the termination of the company secretary to SSM within a 14-day preiod.
Resignation of a Company Secretary
When a corporate secretary in Malaysia decides to resign, the company should follow these steps:
1. The departing corporate secretary to provide a formal resignation letter.
2. The board of directors to pass a board resolution acknowledging the resignation and officially relieving the company secretary of their duties.
3. The company to submit a notice of the Resignation of the company secretary to SSM via BizFile within a 14-day following the resignation.
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Frequently Asked Questions
Company secretary (or corporate secretarial) is responsible for the administrative work of a company, ranging from reporting and updating of company information on SSM to preparing the agenda for annual general meetings (AGMs) and recording minutes of the AGM.
Here are the corporate secretary’s roles and responsibilities:
- Updating and filing with SSM
- Maintenance and upkeep of statutory registers
- Preparation of board meetings and AGMs
- Miscellaneous services like:
- Reminders of filing deadlines
- Ensure the safekeeping and proper use of the company seal
- Monitoring shareholder register and movement of shareholders
- Maintaining shareholder relations
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