Legal Requirements of a Company Secretary
In Malaysia, the appointment of corporate secretary is mandatory under the Companies Act. Under Section 139A (a) & (b) of the Companies Act, a company secretary must be a natural person at least 18 years of age, a resident of Malaysia, and a duly licensed professional who is a member of a professional body prescribed by the Ministry of Domestic Trade, Cooperative and Consumerism, including any of the following:
- a licensed secretary registered with the Companies Commission of Malaysia locally referred to as Suruhanjaya Syarikat Malaysia (SSM)
- a chartered accountant registered with the Malaysian Institute of Accountants
- a chartered secretary (CS) registered with the Malaysian Institute of Chartered Secretaries and Administrators
- or a lawyer who is a member of the Malaysian Bar
What are the Duties of a Company Secretary?
Bestar simplifies the complex process of dealing with bureaucratic, regulatory frameworks in Malaysia. We deal with day-today paper works, filing requirements, statutory maintenance and annual compliances under the Companies Act.
Our key duties and responsibilities as corporate secretary include the following:
- Board Meetings
During board meetings, Bestar formulates meeting agendas with the chairman, provides administrative support, records the minutes and certifies copies thereof. We also prepare board resolutions signed by the directors.
- General Meetings
An annual general meeting (AGM) is a yearly meeting held by public companies. At this meeting, directors and shareholders gather to evaluate company performance, future prospects and vote and approve a list of agenda concerning declaration of dividends, approval of directors’ fees, re-election of retiring directors, and any other business agenda to which notice was given. We take minutes of the AGM meeting and record shareholders’ votes on each agenda item.
- Company Constitution
A constitution defines the internal rules of a company. It defines a company’s relationship with its shareholders, directors and other key players. We help draft a legally sound Constitution that adheres to the Companies Act. We also advise you on how changes to an existing Constitution may be effected, whether by mere resolution or by shareholders’ concurrence.
- Statutory Registers and Books
A company is mandated to file an annual return within thirty (30) days from the anniversary of its incorporation date. The annual return contains a summary of pertinent company information such as:
- Registered office address
- Nature of business
- Business address
- If not kept at the registered office, the address where the register of members is kept
- If not kept at the registered office, the address where financial records are kept
- Summary of its shareholding structure
- Total indebtedness.
- Details of directors, managers, secretaries and auditors.
- List of members
- Such other information required
Even if there are no changes in a company’s statutory information, a statement must be lodged before the Registrar to certify that there are no changes made.
A corporate secretary acts as the official liaison who coordinates, prepares, and submits the statutory returns with the Companies Commission and serves as an intermediary to other regulatory agencies. Bestar ensures that statutory registers are up-to-date. We document changes in statutory information and timely notify the Companies Commission of the following:
- Annual returns of the company
- Changes in corporate name
- Changes in the position of directors
- Changes in particulars or the residence of directors
- Appointment, death or resignation of directors
- Disqualification from holding office or removal of directors from office
- Changes in shareholdings and transfer of shares
- Adoption, revocation and alteration of the Constitution
- Report and Accounts
A company is required to lodge before the Companies Commission several mandatory annual reports. We help prepare and submit these comprehensive annual reports on your behalf, including directors’ reports, annual returns, audited financial statements, interim statements, and other filing requirements.
- Share Registration
A company is mandated to update the register of members and notify the Registrar of such changes within 14 days from the date of change. We also respond to shareholder queries on transactions affecting their shareholdings.
- Shareholder Communication
A company secretary acts as the intermediary between a company and its stockholders. Bestar liaises with shareholders and issues notices regarding the schedule of shareholder meetings and answers queries pertaining to declaration of dividends, shareholder rights and capitalisation issues.
- Shareholder Monitoring
Just recently, the Companies Commission required a mandatory disclosure of beneficial ownership. Using the two-tier criteria of ownership and effective control, Bestar helps to identify the ultimate owner of shares for compliance with the declaration of beneficial ownership requirement. We monitor changes or updates in the register of members and verify the identity of directors and shareholders, to identify potential take -over bid.
- Share and Capital Issues
Transfer of shares, to be valid, must comply with procedure under the Companies Act. Upon directors’ request and completion of Form 32A, we prepare the Board Resolution approving the share transfer. We also issue new stock certificates only upon the cancellation of existing share certificates.
- Acquisitions and disposals
In Malaysia, these asset or business acquisition transactions, either through share purchase or sale of assets, are heavily regulated. We help you comply with standard transaction procedures such as biddings, execution of confidentiality agreements, share sale agreements, and due diligence requirements.
- Corporate Governance
A corporate secretary is deemed the company’s “conscience”. Bestar acts as your advisor on corporate governance matters. We guide the directors on statutory compliance and business ethics. We assist in the fulfillment of the Board’s statutory obligations, including disclosure of material information to stockholders and adherence to corporate and securities regulations as well as listing requirements.
- Non-executive Directors
Bestar can select qualified non-executive directors for your company who can provide independent perspectives during board deliberations.
- Corporate Seal and Records
A company secretary is the custodian of the company seal and corporate records. Bestar can manage and safekeep the following documents:
- Certificates of Incorporation
- Share Certificates
- Article of Associations
- Minutes Books
- Other corporate books
On top of that, Bestar also provides the following additional services:
- Business Credit Report Searches
A company’s business credit score reveals the creditworthiness of a company, and its eligibility as a loan applicant. Bestar provides comprehensive company information and up-to-date credit reports for improved credit-related decision making.
- Malaysia Certificate of Incorporation
Bestar handles all aspects of company incorporation, from name approval and submission of incorporation information, and assists in securing a Certificate of Incorporation for your newly registered company.
- Individual/Company Information Search
We conduct criminal history checks to check the background and the history of an individual. Strict screening allows you to screen bad or financially insolvent clients and avoid problematic job applicants.
- Malaysia SSM Company Profile
We help create a company profile that summarizes crucial company information like share capital, SSM information and trade preferences, details of company profits and dividends as well as company assets and liabilities.
Incorporate Your Company with Trusted Company Secretarial Services in Malaysia
At Bestar, results define our reputation. We help to simplify the complex process of dealing with bureaucratic, regulatory frameworks in Malaysia and ease the burden complying with the rigorous statutory requirements under the Companies Act and other relevant statutes so that you can focus on what you do best: growing your business.