All companies incorporated in Malaysia must appoint at least one company secretary after setup, as required by the Companies Act of 2016. A corporate secretary bridges the gap between the establishment and the authority.
Company secretaries are considered important people who serve vital purposes and contribute to business operations. They carry a wide range of obligations in the company to ensure every legal aspect of the business is well taken care of and complies with the current statutory requirement. Here are the key roles and responsibilities of a corporate secretary in Malaysia.
Advise On The Company Registration And Governance
While business owners can register their company on their own through the MyCoID platform, hiring an experienced corporate secretarial service can save time and let business owners experience a hassle-free registration process, such as checking on available company names on SSM official website and preparing the necessary registration documents. Digital company secretarial services also enable business owners to register their company entirely online without the need to meet a corporate secretary or go to the SSM counter.
Apart from helping business owners start their company easily and on the right track, a corporate secretary also offers advice on good company governance, corporate mergers, restructuring, acquisitions and the proper process of winding up or striking off the company.
Ensure The Company Stays Compliant With Current Laws And Regulations
Effective on the 31st of January 2017, the Companies Act of 2016 was created by SSM to replace the Companies Act of 1965. The new companies act introduced several main updates that greatly benefit small to medium-sized enterprises or SMEs in Malaysia. These updates include reducing the minimum requirements for a private limited company or Sdn Bhd’s registration and simplifying its mandatory compliances.
Nonetheless, companies registered in Malaysia are still required to appoint a company secretary within thirty days following their date of incorporation. Companies also need to comply with other statutory requirements, including labour regulation, tax filing, business licenses, SOCSO, EPF and EIS contribution. A corporate secretary ensures the company stays compliant with these requirements and engages with relevant bodies and professionals for necessary services. Business owners can consult company secretaries with regards to any regulatory issues.
Prepare Minutes, Resolutions And Attend Board Meetings
As per Section 340 of the Companies Act 2016, all public companies in Malaysia must hold an annual general meeting or AGM. Private companies may choose not to hold an AGM. However, they must circulate their financial reports and statements to their members within six months following their fiscal year-end before lodging them to the Registrar.
A private limited company’s company secretaries also have to attend Board Meeting and General Meetings and prepare the meeting’s agenda to ensure these meetings are called, carried out and constituted appropriately per the meeting regulations. They also provide the minutes of meetings and follow up on any decision reached through the meeting as directed.
Ensure Company Details Are Up-To-Date
As the company grows, its information, including the directors, shareholders, shares, paid-up capital and constitution, may change now and then. The company secretary has to inform the SSM of these changes and update every related paperwork stored in the registered office.
Corporate secretaries are also responsible for managing and keeping other documents, including the constitution, financial statements, resolution, meeting minutes and minute books, at the registered office. Besides, they certify documents required for a loan application, corporate bank account setup, and other official concerns as the original’s true copies.
An auditor needs to be appointed by giving consent to act before they can offer auditing services. Every year, there will be a thirty-day vacant period following the fiscal year-end when a new auditor is appointed. The former auditor will be appointed automatically for the next fiscal year if no auditor is designated during the vacant period.
Companies intending to appoint a new auditor beyond the vacant period need to lodge the current auditor’s resignation to the SSM. The new auditor will be appointed after the current auditor gives clearance to the company.
Companies do not have to appoint an auditor if their company falls within the categories below:
Lodge The Required Annual Reports
The SSM requires companies to lodge several mandatory reports every year. These annual reports include:
Failure to abide by this requirement may cause the company or directors to be charged with penalties. A company secretary helps ensure stringent compliance with the annual reports’ deadlines.
Offer Other Support Services
Apart from the main duties mentioned above, a corporate secretary also provides other unspecified support services, which include:
Choosing The Right Corporate Secretarial Service Provider in Malaysia
When choosing a company secretary or corporate secretarial service provider, business owners need to consider various factors, including qualifications, reliability, trustworthiness, years of experience, company size, industry expertise and services fee.