A Complete Guide to Company Secretary Regulations in Malaysia: Requirements and Responsibilities
In Malaysia, every company must adhere to specific requirements regarding company secretaries. Here’s an overview of the qualifications, appointment process, duties, and more to ensure compliance and smooth operations.
Qualifications of a Company Secretary:
- A company secretary must be a natural person aged eighteen or above.
- They should be a Malaysian citizen, permanent resident residing in Malaysia, or a member of a recognized professional body.
Recognized Professional Bodies:
- Malaysian Association of the Institute of Chartered Secretaries and Administrators (MAICSA)
- Malaysian Association of Company Secretaries (MACS)
- The Malaysian Bar
- Malaysian Institute of Accountants (MIA)
- Malaysian Association of Certified Public Accountants
- The Sabah Law Association
- The Advocates’ Association of Sarawak
Disqualifications:
- Individuals who are undischarged bankrupts or convicted of certain offenses.
- Those who no longer hold the necessary certificate issued by the Registrar.
Appointment, Resignation, and Removal:
- Appointment must occur within 30 days of the company’s incorporation, with written consent from the appointee.
- Resignation requires submission of notice to the Board, followed by notification to the Registrar within 14 days.
- Removal can be done via board resolution, in accordance with the terms of appointment or company constitution.
Duties and Responsibilities:
- Attending board meetings and ensuring compliance with the Companies Act.
- Maintaining secretarial records, organizing Annual General Meetings, and communicating with shareholders and directors.
- Filing the company’s annual return and updating statutory books and documents with the Companies Commission of Malaysia (CCM/SSM).
Director as Company Secretary:
- While a director can serve as a company secretary, certain restrictions apply under section 242 of the Companies Act to prevent conflicts of interest.
Understanding these requirements and responsibilities is crucial for companies operating in Malaysia. Adhering to regulations ensures efficient governance and legal compliance, facilitating smooth business operations.
This article provides comprehensive insights into the role of company secretaries in Malaysia, aiding businesses in navigating the intricacies of corporate governance.