We wrote an article about “5 Business Functions That You Can Outsource” on April 16, 2016. One of the function that you can outsource is Corporate Secretarial.
Pursuant to Section 139A of Companies Act 1965, it is compulsory for every company to maintain a qualified Company Secretary who is also a member of a professional body prescribed by the Ministry of Domestic Trade, Cooperative and Consumerism.
The Prescribed Bodies are the bodies that have been prescribed by the Minister through notification published in the gazette under section 139A(a), Companies Act 1965. For the time being the prescribed bodies that have been given such prescribed status are as follow:
- The Malaysian Institute of Chartered Secretaries and Administrators (MAICSA);
- The Malaysian Institute of Accountants (MIA);
- The Malaysian Bar;
- The Malaysian Institute of Certified Public Accountants (MICPA);
- The Sabah Law Association;
- The Advocates’ Association of Sarawak; and
- The Malaysian Association of Company Secretaries (MACS).
Roles and Duties of Company Secretary in Malaysia
1. Role and Duties
The Company Secretary (abbreviation Co-Sec) is an Officer of the company and advisor to the Board.
- He/She should familiarize himself/herself with the provisions of the Memorandum and Articles of Association of the company.
- He/She is expected to be well-versed in the compliance of numerous statutory and regulatory bodies.
- He/She must ensure correct procedures are followed and adhere to it in accordance with the Company’s Memorandum and Articles of Association (M&A) and the Companies Act, 1965.
- He/she must also be able to advise the Board and to ensure that the interest of the board and members are well-protected at all times.
2. Compliance with Statutory Requirements and Advisory
The Company Secretary should take time to ensure the company remains compliant with legislation outlined in Companies Act 1965 at all times. Including acting as the official liaison party for your company to communicate, preparation and submission of Statutory Returns with the Suruhanjaya Syarikat Malaysia (SSM).
- The company secretary must ensure that any change in the company’s statutory information should be duly completed in the relevant prescribed forms and lodged with the registrar of Companies within the required period of time.
- The Company Secretary should advise the board of directors of the relevant dates for holding the company’s annual general meeting.
3. Preparation of Boards and Members’ Resolutions and attending meetings
- The Company Secretary attend to any of your board meetings and giving general advise on matters relating to company secretarial matters as and when required.
- The Company Secretary acts as link between shareholders and the company. This means that any important announcements should be officially communicated. The Secretary will also send out notices (circular resolutions) and liaise with shareholders regarding any shareholder meetings and the Annual General Meeting (AGM) or Extraordinary General Meeting (EGM), if the company chooses to hold one.
- Filing annual returns – A company secretary are responsible for the completion and timely submission of the company’s annual return and full accounts by the statutory deadline.
See more at MAICSA’s website.
4. Updating the Company’s Statutory Books and maintaining paperwork
Any changes to the structure of the company need to be recorded in the company’s statutory registers, for example, the Register of Directors and Register of Members. The Company Secretary is responsible for the security and accuracy of important company documents, which include the certificate of incorporation, share certificates, meeting minutes, memorandum and article of associations and other important ones.
The Malaysian Institute of Chartered Secretaries and Administrators (MAICSA) have sum it up perfectly.
Take a look at MAICSA’s “Members Role Charter”
Bonus – Qualification to Act as Company Secretaries
In Malaysia, the Fellow of the Chartered Institute of Secretaries (FCIS) and Associate of the Chartered Institute of Secretaries (ACIS) qualifications are recognized by the Government as equivalent to Honours degrees whilst the Graduates of Institute of Chartered Secretaries and Administrators (ICSA) is recognized as equivalent to a general degree.
Our Government has also gazetted MAICSA as a prescribed body under Section 235(1)(2) of the Companies, 2016, which means that Associate and Fellow members of MAICSA can automatically act as company secretaries without having to apply for a licence from the Companies Commission of Malaysia (CCM).
Members of the Institute with more than five (5) years practical tax experience, either in the Government sector or private sector, are also eligible to apply to become tax agents under Section 153 (3) of Income Tax Act 1967.
Graduates of ICSA will, however, have to apply for a licence to act as Company Secretaries from the CCM.
In tandem with its mission of developing good corporate professionals, MAICSA is committed to maintaining the highest standard of integrity and ethical values within the profession. MAICSA also acts as a change catalyst in the corporate arena, participating actively in the enhancement of corporate governance. It has been championing best practices in corporate governance and educating the Malaysian corporate sector on its importance.
Have doubts on your company secretary’s qualifications? Search at: MAICSA website.
There you have it, the Roles and Duties of Company Secretary in Malaysia. You can find more information at MAICSA’s website.
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