Hiring a corporate secretary is a legal requirement every registered Malaysian company needs to comply with. A company secretary can help business owners handle their business more effectively and improve their internal operations in the long run.

Companies can choose to either hire an in-house company secretary or outsource their secretarial function to a professional company secretarial services Malaysia firm. This article highlights five top reasons why business owners should outsource their company secretarial function to a competent services provider in Malaysia.

What is a Company Secretary?

The roles and duties of a corporate secretary span across various areas of the company. Most people think that company secretaries only perform secretarial functions. However, the role of the company secretaries is more critical and may affect the company’s overall performance efficacy.

Some of the main duties of a corporate secretary in Malaysia include:
Managing and ensuring that the company complies with all its statutory requirements.
Ensuring that the decision of the board of directors is well-executed.
Planning and presenting the company’s annual returns after every fiscal year.
Manage any changes related to the shareholders.

Since the work of a corporate secretary is critical, business owners should only hire a company secretary who is a member of a professional organisation that the Ministry of Domestic Trade Cooperative and Consumerism has appointed. They may also hire someone licensed by the SSM.

Does Your Company Need a Company Secretary?

In Malaysia, every registered company must have at least one licensed corporate secretary as required by the Companies Act. The company secretary should fulfil at least one of the following conditions:
Members of the organisations listed in the Fourth Schedule
Individuals who have been authorised by the SSM or Companies Commission of Malaysia following the Companies Commission of Malaysia (Amendment) Act 2015’s Section 20G.

The role of a corporate secretary is very important and should not be underestimated and should only be delegated to those who are trained to perform the responsibilities effectively and have experience in the area.

Business owners can read more of the requirements regarding the company secretary from the Companies Act of 2016 and the SSM’s guidelines for the local companies’ incorporation.

Key Reasons Why It Is Better To Outsource Company Secretarial Services

1. Accuracy

Operating a business is a challenging task, wherein the accuracy and precision of the whole process are of the utmost importance. By outsourcing secretarial services, businesses can accurately and timely deal with other essential functions of the company, allowing them to improve their business productivity and efficiency.

Since all legal procedures will be completed on time, companies can avoid potential legal challenges. Similarly, they do not have to worry about managing financial or tax reports submission, as the company secretarial services Malaysia can easily handle it.

2. Expertise

When running a fairly new company, business owners need all the professional assistance they can get to ensure a smooth operation. Hence, many companies tend to hire competent people with experience in handling different administrative matters, including secretarial services.

Engaging with a professional services provider ensures the company gets the services of trained, proficient and experienced company secretaries.

3. Cost-Effectiveness

Many business owners thought that outsourcing corporate secretarial services is costly. However, this is not the case. Outsourcing can be a cost-effective process as business owners can save money from spending money on the recruitment process, internal training and workers benefits. Moreover, companies can gain access to higher quality secretarial services that are familiar with all the effective laws and policies that need to be in place for their business to run smoothly.

4. Minimal Risks

Training and managing the internal team carry many risks. When business owners rely on outsourced secretarial services, they can expect important business matters to be handled within a set period, significantly reducing the risk of financial loss, fines or legal actions.

5. Reputation

When the company can comply with all legal requirements by outsourcing secretarial services, it can keep a good public image and reputation. Professional corporate secretarial providers also ensure that financial irregularities are avoided, helping business owners run their company smoothly.

Choosing The Right Company Secretarial Services Malaysia

When selecting a company secretarial services provider in Malaysia, business owners need to consider its qualifications, services fee, years of experience, industry expertise, management and computer skills. The firm should have company secretaries who are expert in handling multiple streams of information and capable of simplifying it for everyone in the company to understand. Some corporate secretarial agencies also offer other business solutions, including accounting and company registration services.

Company Secretary in Malaysia Requirement

All registered businesses in Malaysia must appoint a corporate secretary. Company secretaries play a critical role in a company, and their duties go beyond just preparing paperwork or performing the basic jobs of a regular secretary. They are highly versatile and serve as an advisor to the company.

To become a company secretary in Malaysia, the individual needs to meet the Companies Act’s qualification requirements. This article guides you through what you need to know about a corporate secretary’s requirements in Malaysia.

What Are The Qualifications To Become A Corporate Secretary in Malaysia?

To become a company secretary in Malaysia, an individual must have a least one of the following qualifications:

  • A member of a professional firm or body prescribed by Malaysia’s Ministry of Trade
  • A chartered accountant registered with the Malaysian Institute Accountants or MIA
  • A chartered accountant registered under the MAICSA or the Malaysian Institute of Chartered Secretaries and Administrators
  • A licensed company secretary with a license from the CCM or Company Commission of Malaysia
  • An attorney registered with the Malaysian Bar or other relevant bodies

    Other criteria a person needs to fulfil to become a good company secretary in Malaysia include:

  • Must be at least eighteen years old and above. Any individual under the legal age limit will be disqualified.
  • Must be knowledgeable and has a keen interest in company regulations and governance.
  • Must have a keen eye on details.
  • Must be able to work well with people at every level
  • Must be able to write clearly and communicate fluently since he or she will act as a communication channel between the shareholders and the director
  • Must be proficient in processing high volumes of information
  • Must be trustworthy as he or she will handle various confidential information
  • Must be residing in the country
  • Must adhere to the Code of Ethics and perform their professional duties efficiently
  • Must carry out the duties with sincerity and integrity
  • What Are The Duties Of A Corporate Secretary?

    Corporate secretaries in Malaysia carry various roles and responsibilities in an organisation. In addition to managing the company operations efficiently, they are responsible for ensuring the company meets every statutory and compliance regulation. If a misinterpretation, conflict of interest, or malpractice occurs, they need to offer strict guidance as per the relevant laws and regulations.

    Other roles and responsibilities of Malaysia company secretaries include:

  • Preparing and filing the companies annual returns.
  • Take on the advisory role and make sure the secretarial records are maintained properly. They will advise the board on nearly every business matter.
  • Managing and organising an AGM or annual general meeting at least once every calendar year. They also need to handle the minutes of the board meetings and prepare the meeting’s agenda.
  • Be familiar with the statutory and regulatory requirements of the regulating agencies.
  • Make sure the company abides by all the processes required by the Companies Act.
  • Ensure any changes the company undergoes be duly completed according to the prescribed forms within the set time frame.
  • Ensure every board member’s interest are well-protected
  • Updating and maintaining every statutory paperwork and book of the company.
  • Appointing A Company Secretary in Malaysia

    The company must appoint its first corporate secretary at the time of its incorporation. The company secretary will be responsible for submitting its incorporation documents, including Form 49 with the SSM, wherein he or she needs to submit his or her name. The Registrar of Companies will record the name within one month upon receiving the form. Small businesses that do not have a sufficient budget to hire a full-time corporate secretary can opt for company secretarial services in Malaysia.

    Suppose the company directors are unsatisfied with the performance of their current company secretary. In that case, they have the right to terminate the secretary’s services at any time they deem necessary and appoint a new corporate secretary to replace the previous ones.

    Choosing The Right Company Secretarial Services Provider in Malaysia

    Apart from qualifications, businesses should look into the company secretarial services firm’s range of services and pricing structure. Some firms offer premium charges but do not cover all services the company may need, while others may charge according to the services selected. Other fees they need to watch out for include the cancellation charge, statutory fee, renewal fee and expected increase in charges each year. Business owners should also ask whether they will get a dedicated company secretary.

    Other factors to consider are the firms’ industry expertise and years of experience. Since company secretaries are mainly responsible for filing and monitoring due dates and critical deadlines, the firm should be known for its reliability and timeliness. Late filing and submissions of necessary documents will put the company at risk of penalties, fines, and reputation loss.

    company secretary

    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.

    Appoint Auditor

    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:

  • Dormant companies
  • Zero-profit companies
  • Threshold-eligible companies
  • Lodge The Required Annual Reports

    The SSM requires companies to lodge several mandatory reports every year. These annual reports include:

  • Annual return
  • Financial reports with directors’ report
  • 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:

  • Preparing necessary documentation and authorising changes in the company name or directors
  • Transferring company shares, certificates for shares splitting and producing share certificates copies
  • Preparing documents certification
  • Preparing official documents needed under the Companies Act 1965
  • 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.