What Exactly is a Company Secretary?
In Malaysia, the term "Secretary" can be a bit misleading. Far from being a clerical role, a Company Secretary is a high-level professional advisor on legal and procedural matters. Recognized by corporate law as an officer of the company, they are versatile experts in finance, accounts, and legal administration.
From incorporating your company to managing board meetings and maintaining statutory records, they ensure your business stays on the right side of the law.
Who is Eligible to Serve?
Not just anyone can fill this role. To act as a Company Secretary in Malaysia, an individual must:
- Be a natural person of at least 18 years of age.
- Ordinarily reside in Malaysia (Citizen or Permanent Resident).
- Be a member of a prescribed professional body or be licensed by the Companies Commission of Malaysia (CCM/SSM).
Appointment and Deadlines
The law is strict regarding the timing of these appointments:
- First Appointment: Must be made within 30 days of incorporation.
- Notification: Form Section 58 & 236(2) must be filed with the Registrar within 14 days of the appointment.
- Minimum Requirement: Every company must have at least one secretary at all times.
Resignation, Removal, and Vacancies
If a secretary resigns or is removed, the law ensures the position doesn't stay empty for long:
- A vacancy must be filled within 30 days.
- In practice, the removal of one secretary and the appointment of another are usually handled simultaneously to ensure continuous compliance.
When is Someone Disqualified?
Under Section 238 of the Companies Act 2016, a person cannot act as a secretary if they are:
- An undischarged bankrupt.
- Convicted of specific offences under the Act.
- No longer a holder of a valid practicing certificate from the Registrar.
Have a Question about Company Secretaries?
Navigating CCM (SSM) requirements and ensuring your statutory documents are certified correctly can be complex. Whether you're looking to incorporate a new business or need to update your current secretarial services, we're here to clear up the confusion.
Jeffrey Eh Hao Yih , Director
Jeffrey has been providing expert guidance for businesses dealing with ongoing challenges. With his expertise, he aids clients in strategic business planning, streamlining operations, and enhancing productivity. Additionally, Jeffrey offers diverse business technology services to help digitize traditional businesses effectively.
A Director’s Guide to Company Secretaries: Rules, Roles, and Requirements