QUIZ 1

Rahim, Ramasamy and Ricky have successfully registered their company under the name 3Rs
Laundrette Sdn Bhd a week ago. They just realised that they are required to appoint a company
secretary for their company. They have limited knowledge about company secretary. Knowing
nothing about company secretary, they asked you for more information. Further, they are also
worried for not having enough space in their premise for the company secretary’s office.

REQUIRED:

(a) Explain the requirements, qualifications and disqualifications of a company secretary

according to the provisions of the Companies Act, 2016.

According to Section 235(1) of companies act 2016, it is required for a company to

have at least one company secretary who is the natural person, eighteen years old and
above, and a permanent resident of Malaysia.

According to section 235(2) a secretary should be a member of a body as set out in the
Fourth Schedule such as MAICSA, MIA etc. and shall have license that are issued by
the Commission under section 20G of the Companies Commission of Malaysia Act
2001.

According to section 238(1) if the person is an undischarged bankrupt or being

convicted whether in or outside Malaysia of any offence referred to section 198 or his
practicing certified issued by CCM are being ceased or in the registrar opinion he is
disqualified to act as a secretary.

(b) Advise them regarding the space for the office of company secretary.

3Rs Laundrette Sdn Bhd can opt to operates hybrid. Company needs to decide which
function is essential to have their own working space. Unnecessary job position like IT
function can rotate with audit function to be present at office. Important position like
company secretary is essential to have their own office space because secretary handle
many important documents of the company.

- External sources, in-house, address registered office, the size of space doesn’t
matter,

(c) Explain to them about the new provision for company secretary to be registered with
the Registrar.

With effect from 15 March 2019, all qualified person who wish to be the secretary must
be registered with the registrar before he can act as a secretary. The name of the
secretary, residential address, business address and details of the qualifications will be
kept by the CCM. Thus, the form of notification of appointment of the first company
secretary will need to be submitted to the registrar.
 - Dapat certificate, maicsa, cs, not enough ada maisa, kalua tk registered dengan ccm
-

(d) Explain the duties, responsibilities and liabilities of company secretary.

Fundamental duties are the statutory duties such as ensuring that all required returns
are made to CCM, execute the documents because secretary is one of the "authorised
officers" who can sign and stamp documents. Secretary has to show up to all company
meetings and write down what was said and discussed, keep and update all of the
company's legal books and records, such as the minutes book, share register, and
register book. She also needs to make sure that all necessary returns, such as an annual
return, forms, etc., are sent to SSM in the right way. Other than that, the secretary is the
one who prepare and send the notice of annual grand meeting to shareholders and
handle the paperwork and records for share transfers.

Secretary is liable to be honest and do things in good faith. If the company secretary
does something wrong, he can be charged with a crime and can also have to pay a fine.
Example of the simple wrongful act is a failure to lodge the annual return to SSM

Secretary personal liable to director, even if resign, still liable for everything happens
during his services.