Do I Need a Company Secretary?

What is a Company Secretary?

A company secretary is an officer of the Company who is appointed by the board of directors.

For newly incorporated companies, the appointment of first secretary shall be made within 30 days from the company’s date of incorporation.

For existing companies, the board of directors have the power to remove the company secretary, in accordance with the terms of appointment or the constitution. The office of secretary shall not be left vacant for more than 30 days at any one time.

In most cases, it may be impractical for small and medium enterprises to engage full time secretaries. Instead, the service of an external secretary of a professional secretarial firm is engaged.

However, many would question, why do I need a company secretary?

Why do I need a Company Secretary?

Pursuant to Section 235 of the Companies Act 2016, a company in Malaysia is required to have at least one qualified company secretary, who is 18 years of age & above, and a citizen or permanent resident of Malaysia.

What are the Responsibilities of a Company Secretary?

As an officer of the company, the secretary has fiduciary duties towards the company. The secretary is required to act honestly and in good faith. The responsibilities of the secretary include the following:

• Ensure proper and timely filing of statutory returns with the SSM
• Keep and maintain statutory books and records of the company.
• Preparation for board and shareholders’ meetings
• Presence at board and shareholders’ meetings and recording minutes of the meeting
• Provide general advisory for matters relating to corporate governance.
• Custodian of the company seal.

What are the Liabilities of a Company Secretary?

When a company fails to comply with legal obligations or commit wrongful acts, along with the directors of the company, a company secretary as an officer of the company, can be held personally accountable for the breaches and may also be penalized. Depending on the offence committed, the types of liability can include financial penalty & fines, imprisonment, or both.

Who can be a Company Secretary?

The company secretary must be a member of a professional body as set out in the Fourth Schedule in the Companies Act 2016 or a person licensed by the SSM and must not be disqualified from holding the post.

Fourth Schedule- Approved Bodies include:

1. Malaysian Institute of Chartered Secretaries and Administrators
   1. Malaysian Institute of Accountants
   2. Malaysian Bar
   3. Malaysian Association of Company Secretaries
   4. Malaysian Institute of Certified Public Accountants
   5. Sabah Law Association
   6. Advocates Association of Sarawak

For further information on Boss Boleh’s Digital Company Secretary service, refer here.

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