Let us understand more on what does a company secretary do in Malaysia? A company secretary is responsible for the efficient administration of a company. He or she needs to ensure compliance with the statutory and regulatory requirements and at the same time carries out duties or instructions made by the board of directors. A company secretary also acts as a mediator between shareholders and directors.
According to Section 235 of the Companies Act, 2016, every company shall have at least one company secretary who must be a natural person resident of Malaysia (either a citizen or a permanent resident).
A company secretary has high level of responsibilities when it comes to keeping up with legal compliance. They are often the primary source of advice and solutions on the conduct of business due to their extensive knowledge on corporate governance of the company. For example, a company secretary will often need to take part in mediation if there is an internal conflict between stakeholders and directors.
The general roles of a company secretary include ensuring compliance with the company’s Constitution, keeping and maintaining the statutory registers of the company, preparing resolutions, organising board or shareholders meetings, supervising the issue of share capital and restructuring.
Company secretary has to ensure timely and proper filing of all necessary returns with the Companies Commission of Malaysia (“CCM”) such as annual returns and forms in relation to the changes of company details.
Annual return is a summary of a company profile consists of general information of the company and is usually submitted to CCM via electronic submission via an online portal called MBRS. The following information is required in a company’s annual return:
- The company’s name and registration number
- Principal business activities
- Registered address
- Details of company officers
- Shareholder details
- Details of share capital
A company secretary is also in charge of updating a company’s particulars and details with CCM. Few examples of changes that a company secretary has to make are listed below.
Change of company name – If the company decides to change its registered name, a company secretary has to apply for approval with the proposed company name chosen.
Change in registered office and/or business address – If your company’s registered office and business address have changed, a company secretary must notify CCM within 14 days from when the change has taken place.
Change of company officers and their particulars – When there is a change in company officers, the company secretary needs to inform CCM within 14 days from when the change has taken place.
However, being a company secretary does not only mean filing and staying compliant with the government regulatory body, Companies Commission of Malaysia (CCM). A good company secretary will ensure best practice when it comes to corporate governance, regularly communicate with shareholders and directors on company matters, and ensure that the interests of the company are protected at all times.
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