To operate a business in Malaysia, a corporation must comply with the Companies Act 2016 and other applicable legislation. However, the company’s directors are frequently preoccupied with managing the company’s operations and other vital problems and responsibilities. As a result, they may not have the time, capacity, or technical understanding to deal with a company’s administrative issues. Sometimes, we might need to change our company secretary because of some reasons, such as dissatisfaction with the performance, fee issues, etc.
Every company is also required by law, under section 235 of the Companies Act, to appoint at least one company secretary to handle the business’s administrative responsibilities.
Sometimes, we might need to change our company secretary. These are mainly due to some reasons such as dissatisfaction with the performance, fee issues, etc. So, is it possible to change the company secretary of our company? The answer is yes, you just need to follow the steps below to ensure you comply with the Companies Law 2016.
The Board of Directors Has the Authority to Dismiss a Secretary at Any Moment
The company secretary is appointed by the board of directors during a board meeting or by a board resolution. As a result, the board of directors has the authority to remove a secretary from his position at any moment. However, it should be highlighted that such removal must be carried out by the terms of the secretary’s appointment or the company’s constitution, if any.
So, the removal of the company secretary will be effective when the board requests that the company secretary tender his or her resignation as company secretary. Next, the board will choose a new company secretary to replace the incumbent one. In addition, the corporation should pay all outstanding invoices owed to the current secretary.
The Company Secretary’s Office cannot be Empty for More than 30 Days
A firm must take note that the company secretary’s office cannot remain vacant for more than 30 days. This means that within 30 days of removing a secretary or receiving notice of resignation, a new secretary should be appointed to fill the vacant post.
The removal of an existing secretary and the appointment of a new secretary will take place at the same time. Thus, the directors must keep in mind that a company cannot operate without a company secretary for longer than 30 days. Failure to comply could result in a punishment of up to RM50,000 for the company.
Seek and Hire A New Corporate Secretary
Always remember that the board of directors should find a qualified and suitable candidate for the position. Next, the board needs to inform him or her that the board wishes to appoint him or her as the new company secretary. Lastly, the new secretary must decide whether or not to accept the appointment in writing form.
Acquiring the Necessary Documentation to Make the Transfer
Firstly, the new company secretary would prepare the documents for the appointment of the new company secretary. Secondly, the new secretary will notify the Registrar of Companies of the new company secretary’s details. The details include a change of company secretary and a change of registered address. Thirdly, the new company secretary would collect all the statutory documents from the existing secretary’s office.
The section forms that are submitted to SSM are Section 58 and Section 46(3) if any. So, these are the steps to change the company secretary in your company and it is very easy. In conclusion, you just need to find the most suitable person to fit into the job.