FACULTY

ADMINISTRATIVE SCIENCE & POLICY STUDIES

PROGRAMME
DIPLOMA IN CORPORATE ADMINISTRATION (AM120)

SUBJECT

COMPANY SECRETARIAL PRACTICE WORKSHOP (ADM 340)

TOPIC 4
CHANGE OF COMPANY SECRETARY AND REGISTERED OFFICE

PREPARED BY

NAJWA ALEYA AZMIR (2022776741)

PREPARED FOR

SIR AIMAN BIN AWALUDDIN

REFLECTIVE WRITING

Submission Week 12 (Friday).

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 TABLE OF CONTENT PAGE
1. INTRODUCTION 3
 Overview of the Company Secretary under the Companies Act 2016

2. THE CHANGING ROLE OF THE COMPANY SECRETARY 3-4

 Overview of the Company Secretary under the Companies Act 2016

3. RULES AND REQUIREMENTS 4

 Minimum Requirements and Licensing

4. CRITERIA TO BE A COMPANY SECRETARY 5

 Eligibility and Qualifica ons

5. DUTIES AND RESPONSIBILITIES 5-6

 Core Responsibili es of A Company Secretary

6. APPOINTMENT OF COMPANY SECRETARY 6

 Process and Procedures

7. EXPERIENCE IN WORKSHOP ACTIVITIES 7-8

 Prac cal Workshop

8. SUMMARY OF PRE-INCORPORATION AND INCORPORATION COMPANY 9-10

 Key Steps in Star ng a Business

9. PROFESSIONAL CAREER AS A COMPANY SECRETARY 11

10. CONCLUSION 12

11. REFERENCE 13

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1.INTRODUCTION

The company secretary under the Companies Act 2016 establishes a pivotal posi on within the
regulatory framework governing companies in Malaysia. The Companies Act 2016 mandates the
appointment of a company secretary for every registered company, outlining specific qualifica ons
and responsibili es. This legal provision reflects the recogni on of the company secretary's integral
role in ensuring proper governance, compliance, and transparent communica on between the
company, its stakeholders, and regulatory authori es. (Carpenter, 2023)

According to Sec on 236 of the Companies Act 2016, the presence of at least one company secretary
is obligatory for every company. The Act specifies that the appointed secretary must either be a
member of a professional body listed in the Third Schedule of the Act or licensed by the Companies
Commission of Malaysia (CCM). This requirement underscores the importance of having individuals
with the necessary exper se and qualifica ons to navigate the intricate regulatory landscape.

Beyond being a mere compliance requirement, the role of the company secretary is cri cal in
upholding the integrity and accountability of the company. The secretary is entrusted with du es
ranging from maintaining statutory records and organizing board mee ngs to offering guidance on
corporate governance ma ers. The Act not only defines the responsibili es of the company secretary
but also grants regulatory authority to the CCM to license and regulate these professionals, ensuring
a standard of competence and adherence to legal and ethical standards.

The company secretary under the Companies Act 2016 reflects a commitment to fostering good
corporate prac ces and legal compliance. It sets the tone for the importance of having qualified
professionals who play a central role in steering companies through the complexi es of business
regula ons, thereby contribu ng to the overall success and sustainability of businesses in Malaysia.

2. THE CHANGING ROLE

A significant change in the modern company secretary posi on is the departure from the standard
concep on of the posi on as a simple "note taker" or an "administra ve servant of the Board." The
Companies Act of 2016, which increased and clarified the du es of this important business role, has
been the driving force for this change. Company secretaries are no longer limited to administra ve
du es in the modern business environment; instead, they have evolved into a posi on like that of a
company's chief administra ve officer. (Reed, 2022)

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The company secretary emphasizes strict adherence to laws and regula ons and goes above and
beyond standard administra ve du es. As the primary representa ve accountable for maintaining
compliance requirements, the company secretary has emerged as a crucial figure in guiding the
organiza on through the complexi es of corporate governance.

Essen ally, the evolving func on of the corporate secretary signifies a move towards a more crucial
and strategic role inside the organiza on. In addi on to overseeing administra ve effec veness, they
also play a major role in corporate governance, legal compliance, and the company's overall
performance.

3.RULES AND REQUIREMENTS

The Companies Act of 2016 specifies the regula ons and standards that apply to the firm Secretary,
who is an officer of the firm. All companies are required to have a minimum of one Company Secretary,
and although the Act does not require the appointment to be made at the me of incorpora on, it
does need to happen within thirty days of the incorpora on. This adaptability enables businesses to
handle administra ve requirements quickly. The Act also allows for the appointment of numerous
secretaries, which is a custom in larger organiza ons when the volume of work demands more support
personnel. (Company Secretary Job Profile | Prospects.ac.uk, n.d.)

Based on Sec on 235(2) of the Companies Act 2016 outlines specific qualifica ons and requirements
for an individual to serve as a Company Secretary. According to this sec on, the secretary must be
either a member of a professional body listed in the Fourth Schedule, or a person licensed by the
Commission under Sec on 20C of the CCM Act 2001.

The approved bodies under the Fourth Schedule include pres gious professional organiza ons such as
the Malaysian Ins tute of Chartered Secretaries and Administrators (MAICSA), the Malaysian Ins tute
of Accountants (MIA), the Malaysian Bar, the Malaysian Associa on of Company Secretaries, the
Malaysian Ins tute of Cer fied Public Accountants, Sabah Law Associa on, and the Advocates
Associa on of Sarawak.

In prac cal terms, this regula on ensures that those entrusted with the responsibili es of a Company
Secretary have the requisite knowledge and exper se in corporate governance, legal compliance, and
related ma ers. It adds a layer of professionalism and accountability to the posi on, contribu ng to
the overall integrity and effec veness of corporate governance within Malaysian companies.
Companies are thereby encouraged to appoint individuals who meet these qualifica ons to ensure
sound corporate prac ces and compliance with regulatory standards.

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4. CRITERIA TO BE A COMPANY SECRETARY

To be eligible to serve as a company secretary in Malaysia, an individual must fulfill the requirements
outlined in the Companies Act of 2016. First and foremost, the applicant needs to be a natural person—
that is, a person, not a legal organiza on. They must also be a permanent resident or a ci zen of
Malaysia and be at least eighteen years old. The emphasis is on financial stability because those who
have not yet had their bankruptcy discharged are not eligible. In addi on, poten al company
secretaries must have no criminal convic ons related to the offenses listed in Sec on 198 of the
Companies Act, either domes cally or abroad. This comprehensive set of criteria ensures that
company secretaries possess the necessary qualifica ons, legal standing, and professional
competence to effec vely fulfill their role, contribu ng to the integrity and efficacy of corporate
governance within Malaysian companies.

5.DUTIES AND RESPONSIBILITY AS A COMPANY SECRETARY

A company secretary is responsible for a broad range of tasks that are essen al to the efficient
opera on and compliance of the business. First and foremost, upda ng the company's statutory
informa on is the secretary's responsibility. This includes making sure that any changes to officer roles,
disqualifica ons, appointments, resigna ons, annual reports, and other altera ons are duly recorded
and filed to the Companies Commission of Malaysia (SSM) by the deadline . (Roles and Responsibility CO
SEC Malaysia, 2019)

Informing the board of directors of significant dates, such as annual general mee ngs, annual return
filings, and financial statement submissions, is another essen al duty of the secretary. The secretary
does more than just send out no ces; she ac vely plans board, general, and excep onal general
mee ngs. She also takes care of administra ve tasks including organizing the agenda, se ng up the
mee ng venue, taking minutes, and making sure that the rules are followed. They advise the chairman
and board on business secretarial ma ers and assist in the filing of required statutory returns.

Another important duty is upholding the corporate charter, for which the secretary is responsible for
making sure the business follows by its rules and supervising the crea on and implementa on of any
amendments. They are responsible for share registra on and document security, which includes
managing share transfers, maintaining an up-to-date membership list, and safeguarding original share
cer ficates and the company seal.

Providing as a point of contact between the business and its owners, the company secretary promotes
communica on by issuing circular resolu ons, releasing papers on capitaliza on and rights concerns,
and upholding shareholder rela ons. To advise the board on ma ers of corporate governance, director

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responsibili es, compliance with securi es legisla on, and Bursa Malaysia Lis ng Requirements for
publicly traded businesses, the secretary stays up to date on legal developments in the field of
corporate governance.

In addi on, the company secretary acts as a liaison between the company, SSM, shareholders, and
directors and as a corporate officer and board advisor. They guarantee the correctness of
documenta on, due diligence disclosures, commercial appraisal, and mely implementa on of
transac ons in corporate exercises such as mergers, acquisi ons, disposals, and winding up. With so
many facets to her job, the company secretary becomes an invaluable asset, greatly enhancing the
organiza on's overall efficacy, governance, and compliance.

6. APPOINTMENT OF COMPANY SECRETARY

An essential part of a company's governance structure is the nomination of a company secretary,

which is done by a predetermined process defined under Section 236(2) of the Companies Act 2016.
The provision states that the Board of Directors oversees choosing a company secretary and setting
the terms and conditions of the position. If the company is newly founded, the first appointment needs
to be made no later than thirty days after the date of formation. (Company Secretary in Malaysia
(Johor, Penang & Kuala Lumpur) | L & Co, 2020)

To select the first secretary, certain forms must be submi ed using MyCoID, an online pla orm used
for Malaysian company registra on. This pla orm must be used to file E-Form items 7 Schedule A,
"No fica on of Appointment of First Secretary," and item 8 Schedule C, "Declara on by person before
appointment as Secretary." These forms guarantee accurate record-keeping and no fy regulatory
bodies of the first secretary's appointment.

A similar procedure is used, except item 7 Schedule A, in cases where there is a casual vacancy in the
Company Secretary posi on. The posi on needs to be filled right away, and all required paperwork—
including the declara on made by the candidate before the appointment—must be uploaded to
MyCoID.

The appointment and no fica on procedures about the company secretary are made transparent,
compliant with regula ons, and compliant with the Companies Act of 2016 thanks to this structured
approach. By adhering to these procedures, businesses uphold the integrity of their legal obliga ons
and governance frameworks, suppor ng efficient corporate management.

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7. EXPERIENCE IN WORKSHOP ACTIVITIES

As a corporate administration student immersing myself in the dynamic entrepreneurial ecosystem

of Malaysia, I gladly jumped into a program meant to clarify the complexities of business
incorporation. Being new to this challenging area, I set out to learn the basic processes that turn
business dreams into organizations with legal status.

The first part of the workshop covered the many kinds of companies that one could choose to
incorporate. Every form of business revealed a distinct set of traits, ranging from efficient sole
proprietorships to strong private limited companies (Sdn Bhd) and esteemed public limited
companies (Berhad). I gained important insights into the strategic decisions that support a
company's basis by studying these structures.

Next came the creative and strategic phase of trying to come up with the ideal company name. After
learning about Malaysia's word limits, I realized how crucial it is to have backup names to ensure a
seamless approval process. This stage was akin to creating a brand's identity and taught me the fine
art of commercial names.

The second step included understanding the essence of the business. Precise information regarding
the nature of the business, its operations, and the industry it sought to dominate became essential for
sound post-incorporation compliance. By bridging the theoretical and practical, this stage gave an
insight into the day-to-day operations of managing a business.

Understanding the core of the company was the second phase. For sound post-incorporation
compliance, specific information about the business's operations, nature, and target industry become
crucial. Through the integration of theory and practice, this phase provided an understanding of the
daily tasks involved in running a company.

The journey proceeded with a thorough study of the people in charge of the ship—the directors. Their
names, nationalities, residence addresses, and identity certificates, with their many details, became
essential elements of the process of incorporation. It served as a lesson in the laws and rules that
control the people in charge of an organization.

The investigation of the stockholders, the foundation of any business, was conducted. We investigated
their names, nationalities, residences, and identity papers in order to establish a strong structure for
shareholding. The intricate details of ownership arrangements were highlighted by the clarity with

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which paid-up capital, the number of shares issued, and the percentage holding of each shareholder
were explained.

As the incorporation step began, there was a tangible sense of interest about obtaining a company
name by navigating the formalities with the Companies Commission of Malaysia (SSM). This was the
first time that our theoretical understanding was put into practice, as we discovered how to acquire
selected names for a predetermined amount of time.

The Super Form, a detailed document that captured the spirit of the business, was then submitted.
Here was an opportunity to apply theoretical knowledge to practical situations, as specifics on the
intended name, company structure, line of business, and shareholder and director declarations were
explained in depth.

A major financial commitment was shown by the filing of the declaration of compliance and the
payment of the incorporation fee. Experiencing the complexities of fees according to the kind of
business allowed us to put our theoretical knowledge into practice.

The room was excitedly awaiting the SSM's review. The thorough information provided in the Super
Form was examined, and the review procedure turned into an exercise in real-world application. Any
questions or rejections turned into chances to grow and improve our strategy.

At last, the incorporation procedures were finished, and the moment had come. A Notice of
Registration, the official proof of incorporation, was sent to the applicants, and each business was
assigned a unique registration number. We, the corporate administration students, felt a sense of
success at the end of the session because we had seen new businesses emerge in Malaysia's diversified
business environment.

This was a turning point for me as a corporate administration student. The practical application of that
information in the real world was just as important as the academic understanding itself. It was about
overcoming administrative obstacles, seeing new companies come to life, and participating in
Malaysia's entrepreneurial progress. This workshop provided an insight into the dynamic and
constantly changing field of corporate administration in addition to being an educational experience.

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8. SUMMARIZE OF PRE-INCORPORATION AND INCORPORATION COMPANY

PRE-INCORPORATION

1. Type of Company you wish to Incorporate

The first step to start your entrepreneurial journey is to find out what type of business entity you wish
to incorporate. Each type has its characteristics. Read more in the link below:

 Enterprise / Sole Proprietorship

 Sdn Bhd / Private Limited
 Berhad / Public Limited

2. Proposed Name(s) for your Company

The next step is to determine what you plan to name your company so that your preferred name can
be applied for. It’s best to have a couple of alternatives lined up just in case.

Be aware that in Malaysia, certain words are not allowed to be used as company names. These include
offensive and gazetted words, as well other controlled terms such as “bank”, “royal”, and” national”.

3. Business Activity Details

Make sure you have a clear idea about the business activities business nature and industry.

4. Business Address
For your company incorporation, a Business Address is needed. The business address describes where
you are carrying out your main business activities. This can be your company HQ, factory address, or
home address if you are yet to set up an office.

5. Details of Director(s)
Malaysia requires a minimum of one of the directors to be residing in Malaysia (can be citizen,
permanent resident (PR), or employment pass holder)

1. Name of director
2. Nationality of director
3. Residential address of director
4. Is the director residing in Malaysia

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 5. ID document of director (scan of IC or Passport)
6. Proof of residency of director (internet bill, utility invoice, rental agreement or bank
statement)

6. Details of Shareholder(s)

1. Name(s) of shareholder
2. Nationality of shareholder
3. Address of shareholder
4. ID document of shareholder (scan of IC or Passport)

7. Shareholding Structure

1. Paid-up capital
2. Number of shares issued and % holding of respective shareholders
3. Type of shares owned by shareholders – Ordinary or Preference shares

INCORPORATION
Steps to incorpora ng a company in Malaysia

Step 1: Decision-making for company name reserva on

 No fee is taken to check the availability of the company name proposed.

 A filing fee of RM 50 is required to reserve a name with the SSM for a period of 30 days. During
the period of reserva on, the SSM will not allow the use of the reserved name by any other
person. The approved name can be reserved with SSM for a maximum period of 180 days at a
fee of RM 50 for every 30 days interval.

Step 2: Submitting information about the company (Super Form)

 A er receiving approval for the company name proposed, you need to fill up a form (Super
Form)

 The informa on that is required to fill in are

1. Proposed name of the company,

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 2. The type of company,

3. The descrip on of proposed nature of business of the company,

4. Details of the director/ shareholder/ promoter of the proposed company,

5. Declara on from the director or promoter that he/she is not an undischarged bankrupt either
in or outside of Malaysia

Step 3: Declaration of compliance and payment of incorporation fee

 RM 1,000 is the fee for companies limited by shares and unlimited companies

 RM 3,000 for companies limited by guarantee

Step 4: Review from SSM

 A er Step 1, Step 2 and Step 3 are completed, SSM will review the details submi ed.

 The review process usually takes 1 or 2 working days if there is no rejec on or queries by SSM.

Step 5: After incorporation processes

 A registra on number is given to the company

 No ce of Registra on is sent to the applicant to confirm the above detail

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9. TALK ON ROUTE OF PROFESSIONAL CAREER AS A COMPANY SECRETARY

Mr. Lim Poh Seng, an experienced professional with extensive corporate experience, is here to fill us
in on the special characteristics of B&M Consultancy's customized program. Joining this interview will
not only provide you with valuable insights, but also a chance to hear directly from someone who has
been there and done those practical skills, industry knowledge, and a strong professional network are
the keys to rapid advancement in corporate administration.

We want to gain insight into the practical abilities that have made Mr. Lim Poh Seng stand out in his
career as he recounts his experiences. In real-life situations, how did he handle things? In his opinion,
what are the most important abilities for a corporate administrator to have? Our hope is that you, an
aspiring professional, will be able to glean some useful information from this conversation.

It is critical for corporate executives to keep abreast of developments in their field. We'll explore Mr.
Lim Poh Seng's appreciation for industry knowledge. In what ways has he been successful because he
always looks one step ahead? What part does being abreast of new trends and changes in regulations
play in the world of business administration? A better grasp of how industry insights affect a person's
career trajectory is the goal of this discussion.

A lot of people say that networking is really important for your job. We look forward to Mr. Lim Poh
Seng sharing his insights on how he established a strong professional network. In what ways has he
been able to use networking to advance in his career? For those in the workforce and in education
who are interested in developing deeper relationships, what words of wisdom does he have? The
importance of having a solid professional network in the business sector is the topic of this interview
segment.

I find the term "accelerated success" very alluring. The story of Mr. Lim Poh Seng's career is probably
rife with advice on how to climb the corporate ladder faster. We will delve into his early achievements
and eventual triumphs over adversity to uncover the secrets to his meteoric rise to the top and show
how special offerings like B&M Consultancy's can inspire others to follow in his footsteps.

This interview with Mr. Lim Poh Seng is more than simply a chat; it's an investigation into what it takes
to be successful in corporate administration. Prepare to learn insightful things, useful advice, and
maybe even some secrets that will help you achieve your goals faster.

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REFERENCE

Carpenter, J. (2023, June 12). The Role of a Company Secretary | 1st Formations. 1st Formations
Blog. https://www.1stformations.co.uk/blog/what-is-a-company-secretary/

Reed, O. (2022, October 20). The Changing Role of the Company Secretary.
https://www.linkedin.com/pulse/changing-role-company-secretary-owen-
reed#:~:text=The%20modern%2Dday%20company%20secretary’s,for%20the%20organization’s%20c
orporate%20governance.

Company secretary job profile | Prospects.ac.uk. (n.d.). Prospects. https://www.prospects.ac.uk/job-

profiles/company-secretary

Malaysia, E. A. (2019, February 15). Roles and Responsibilities of a Company Secretary in Malaysia.
3E Accounting Firm Malaysia. https://www.3ecpa.com.my/resources/corporate-compliance-
requirement/roles-and-responsibilities-of-a-company-secretary-in-malaysia/

Company Secretary in Malaysia (Johor, Penang & Kuala Lumpur) | L & Co. (2020, September 15). L &
Co. https://landco.my/company-secretary-in-
malaysia/#:~:text=The%20board%20shall%20appoint%20a,entered%20into%20the%20register%20b
ook.

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