COMPANY

SECRETARY
• Who is a company secretary?
• The company secretary is defined as an ‘officer’ under Section 2 of the
Companies Act 2016.
• The company secretary is the company’s chief administrative officer.
• He or she is mainly responsible for compliance by the company with its
statutory duties.
• The company secretary is the main executive with thorough
understanding of the procedures of meetings, compliance with the
Companies Act and BMLR.
 Requirement of a Company Secretary
•The requirements for a company to have the office of a company secretary
is stated in S.235.
• A company shall have at least one secretary who shall be—
• a natural person;
• eighteen years of age and above; and
• a citizen or permanent resident of Malaysia,
• A company secretary shall ordinarily reside in Malaysia by having a
principal place of residence in Malaysia.
• Appointment of a company secretary is not mandatory at the point of
incorporation.
• Appointment will be made within 1 months from the date of
incorporation.
• The compulsory provision that every company must have a secretary does not require the
company to engage the secretary on a full-time basis (i.e ‘in-house’ secretary).
• In practice, the large listed companies and groups of companies do employ full-time
employees who are the secretary of all the companies within the group. However, most
companies, especially the small or medium-sized companies do not employ an in-house
secretary. Instead, the service of an external secretary of a professional secretarial firm is
engaged.
• Kang, 2005
• The office of the company secretary shall not be left vacant for more than 30days– S.240
 S 242- prohibition of a secretary to act in
dual capacity
• The position of secretary may be held by a director so long as he is
qualified under the CA 2016 to act as secretary.
• S.242 -Anything required to be done by a director and the secretary shall
not be done by the director who is also the secretary as both, e.g.:
attestation of company’s common seal.
 Qualification of a company secretary
• No person shall be appointed as a secretary unless—
• he has consented in writing to be appointed as a secretary;
• he is qualified under subsection 235(2); and
• he is not disqualified under section 238.
• S.235 (2) – A secretary shall be:
• A person licensed by CCM
• Members of the following prescribed bodies:
• With effect from 10 September 1992
• The Malaysian Institute of Chartered Secretaries and Administrators (MAICSA);
• The Malaysian Institute of Accountants (MIA); and •
• The Malaysian Institute of Certified Public Accountants (MAICPA)
• the Malaysian Bar
• the Sabah Law Association
• the Advocates’ Association of Sarawak
• the Malaysian Association of Company Secretaries (MACS)
 Application for a Company Secretary
License
• Minimum Academic Qualification
• Sijil Pelajaran Malaysia with credit in Bahasa Malaysia or English.
• Working Experience
• Applicant should have working experience related to company law or company secretarial practice.
• Period of working experience:
• Holder of SPM/STPM is required to have at least 5year working experience;
• Holders of a Certificate, Diploma or Degree in Law, Secretarial Practice, Corporate Management,
Business Studies or Accountancy is required to have 3 years, 2 years and 1 year of working
experience respectively.
• Prior to the Interview Session, applicants will be required to sit for a
written test.
• The objective of the above is primarily to assess the applicant’s
competency, experience and that he/she is a fit and proper person to be
issued with the license.
 Application for license-Companies Commission of
Malaysia(Licensing of Secretaries) Regulation 2017

•Application can be done through the electronic filing system unless otherwise directed by
the Commission.
•The application shall contain the following particulars:
• the name, identification number, contact information and address of the principal place of
residence of the applicant;
• the business address of the applicant, where applicable
• the academic qualification of the applicant and relevant experience of the applicant; and
• a declaration by the applicant that he/she is not disqualified to become a company
secretary.
•if the Commission is of the opinion that the applicant is a fit and proper person to hold a
license under subsection 20G, Companies Commission Of Malaysia Act 2001, the
Commission may—
• enter the particulars of the applicant in the register; and
• grant a license bearing a license number to the applicant
•If the Commission is of the opinion that the applicant is not a fit and proper person to hold
a licence, the Commission shall notify the applicant in writing of its refusal to grant a licence.
Matters Fee (RM)

Application for license to act as a secretary 350.00

Application for renewal of license to act as a secretary 350.00

Appeal to the Minister against the refusal to grant license or renew 300.00
license, or revocation of license
 Disqualifications
• S.238 of CA 2016 - a person shall be disqualified to act as a secretary if:
• He is an undischarged bankrupt.
• He is convicted whether within or outside Malaysia of any of the following offence –
S.198:
• been convicted of an offence relating to the promotion, formation or management of a
corporation;
• has been convicted of an offence involving bribery, fraud or dishonesty;
• has been convicted of an offence under sections 213, 217, 218, 228 and 539; or
• has been disqualified by the Court under section 199.
• He ceases to be a holder of a practicing certificate issued by the Registrar under S. 241.
 Registration of Company secretary with Registrar

• S.241 –any person who is qualified to act as a secretary shall be registered with
Registrar.
• The Registrar, before registering such person, may—
• require him to produce any evidence to his satisfaction of the qualification as stated under
subsection 235(2); or
• impose any other conditions that he deems fit.
• The Registrar shall—
• enter the particulars in the register of secretaries; and
• issue a practising certificate in such form as the Registrar may determine.
• A secretary who is not registered under S.241 may continue to act as a for
a period of not more than 12 months or any longer period as the Registrar
may allow.
• A person who fails to comply with the requirement to register shall be
deemed to have not been registered under this section.
For the time being, the qualified person does not require to register as a
company secretary with SSM since Companies Act 2016 comes into
operation on 31 January 2016.
• S. 236 - The nature of appointment :
• The appointment of secretary is made by the board of directors
• The board normally will be given the power to decide on the terms of
remuneration, period to hold office and removal of secretary.
• The appointment of the first secretary shall be made within 30 days from
the date of incorporation of a company by submitting a form of
Notification Of Appointment Of The First Company Secretary -Section
58& 236(2)
• The first secretary must execute a Declaration By A Person Before
Appointment As Secretary-Section 236(3) before his appointment.
• The particulars of the first secretary shall be entered into the Register of
Directors, Managers and Secretaries upon the incorporation of the company.
It is good practice for the directors to note the secretary appointment after the
incorporation of the company at the first board meeting or by way of a board
resolution.
The company and every person who contravene this section commit an offence.
 Subsequent appointment of secretary
• The subsequent secretary is required to execute a Declaration By A Person Before
Appointment As Secretary -Section 236(3) before his appointment.
• The board of directors will pass a resolution appointing the secretary for such term, at such
remuneration and upon such conditions as directors may think fit.
• After the passing of the board resolution, file Section 58 Notification Of Change In The
Register Of Directors, Managers And Secretaries with CCM within 14 days from the effective
date of appointment.
• The Register of Directors, Managers and Secretaries is then updated by entering the
particulars of the subsequent secretary in to the register.
• Announcement to Bursa Malaysia (if listed company).
 Appointment of joint secretary
• A company may have more than one secretary. The appointment of joint
secretaries may be done by a single board resolution.
• However, it is not necessary for both secretaries to sign documents jointly.
• Resignation procedure – S.237:
• A secretary may resign from his office by tendering his/her resignation
letter to the company.
• The board will then pass a resolution to accept the resignation.
• Section 58 must be filed with CCM within 14 days from the effective date
of appointment.
• Later update register of directors, managers and secretaries.
• The secretary shall cease from his position on the expiry of 30 days from
the date of the notice lodged or the period specified in the constitution or
the terms of appointment.
• The position of the vacant secretary must not be left unfilled for more
than one month.
S237(2) – Procedure to resign as a company
secretary if the board cannot be communicated
with at the last known address
• If none of the directors of the company can be communicated with at the last known residential
address, the secretary may notify the Registrar of that fact and of his intention to resign from
the office by filing Notice Of Intention To Vacate The Office Of Secretary -Section 237(2).
• The secretary needs to ensure that he has documentary proof that the directors cannot be
communicated. This may be achieved by sending registered letter to last-known address
informing the directors of the intention to resign from office.
• The secretary shall cease to be the secretary of the company on the expiry of 30 days from the
date of the notice to the Registrar.
• The secretary however is not relieved from liability for any act or omission done before his
vacation of office
 Removal of Company Secretary
• S.239 - The secretary maybe removed from the office by the board.
• The removal procedure are as follows:
• The board passes a resolution to remove secretary.
• The proposed secretary shall then execute Declaration By A Person Before Appointment As
Secretary -Section 236(3) to replace the secretary so removed.
• Pass the board resolution to appoint new secretary.
• After the passing of the board resolution, file Section 58 with CCM within14 days from the
effective date of appointment.
• Update register of Directors, Managers and Secretaries
• In practice, the removal of secretary and appointment is done
simultaneously.
• The documents will be signed by a director or by a newly appointed
company secretary & lodge by a director or by a newly appointed
company secretary
 Duties of company secretary
• Administration
• The extent of the administrative are based on contract obligation as agreed between the
company secretary and the company

• Statutory Returns
• Filing information with the CCM to report certain changes regarding the company or
to comply with requirements fro periodic filing such as:
• Annual returns; and
• Reports and accounts
• Maintenance of registered office
• The secretary of a company may be a full time employee of the company. In such
instance, the company’s registered office is usually at the company’s place of
business.
• A company may use the secretarial services provided by a secretarial firm or
company. Then, the company may use the secretarial firm’s place of business as its
registered office.
• Whether the company’s registered office is at the company’s premises or otherwise,
it is important that the requirement in section 46 pertaining to its opening hours is
complied with.
• According to section 46(2), the registered office must be opened and accessible to the public during
ordinary business hours.
• It is important for the secretary or his agent to be in the office during ordinary business hours to
accept communications and notices served on the registered office as well as make available for
inspection the company’s registers and books pursuant to the Act.
• Section 48 even provides that the company shall provide proper facilities to enable the documents
and records to be inspected.
• Other documents such as notice of registration, constitution, certificates issued by the ROC,
registers, books, minutes of members’ meeting, written communication etc may be kept at the
registered office of another places.
• If they kept in another place, notice must be given to the ROC within 14 days (47(3).
• Board meetings
• Managing board meetings are at the times based on contract obligation as agreed with the
company, which may include any or all of the following:
• Facilitating the smooth operation of the company’s formal decision making and reporting machinery
• Organising board and board committee meetings (audit, remuneration committee etc)
• Formulating meetings agendas with the chairman and/or chief executive and advising management
on content and organization of memoranda or presentations for the meeting.
• Collecting, organizing and distributing such information, documents or others papers required for
the meeting
• Ensuring that all meetings are minuted and that the minute books are maintained with certified
copies of the minutes and that all board committees are properly constituted and provided with clear
terms of reference
• General Meetings
• Managing general meetings are at times a statutory obligation of the company secretary
• Ensuring that an annual general meeting is held in accordance with the requirement of the Act and
constitution.
• Obtaining internal and external agreement to all documentation for circulation to shareholders
• Preparing and issuing notices of meetings, and distributing proxy forms
• Assist to prepare directors fro any shareholders questions and helping them create briefing material
• Overseeing that proxy forms are correctly processed and that the voting is carried out accurately
• Coordinating the administration and ensuring the proceeding of the meeting is properly recorded
• Bursa Malaysia Listing Requirement
• Monitoring and ensuring compliance with the Bursa Malaysia’s Listing
Requirements
• Releasing information to the market
• Ensuring the security of unreleased price-sensitive information
• Making applications for listing of additional issues of securities
• Maintenance of Statutory Registers
• Maintaining the following statutory registers are the statutory obligations of the
company secretary
• The registers include registers regarding:
• Members
• Company charges
• Directors and secretary
• Directors’ interest in shares and debentures
• Interests in voting shares; and
• Debenture holders
• Section 50 requires every company to keep a register of members. The
particulars of each member and the number of shares held and the amount
paid must be must be entered into the register.
• Section 54(1) provides that the register of members and its index shall be
kept at:
• The company registered office;
• Another office of the company in Malaysia; or
• The office of the person who maintains the register in Malaysia.
• If the register is not properly maintained, the company secretary commits
and offence and is liable to a fine as provided under section 102(2).
• Shareholders and Share Capital
• The following are some of the areas of responsibilities which may be agreed upon
between the company secretary and the company:
• Communicating with the shareholders on issues pertaining to their rights, such as rights
issues and capitalisation issues
• Arranging payment of dividends
• Handling with transfers and other matters affecting shareholdings
• Dealing with any queries and request from shareholders
• Monitoring the movements on the register of members so as to identify any apparent
‘stake-building’ in the company’s shares by potential take-over bidders.
 The governance role of the company
secretary
• The Malaysian Code on Corporate Governance (as at 28 April 2021) issued by the
Securities Commission outlines the expected role of the company secretary.
• The responsibility of the company secretary has evolved from merely advising on
administrative matters to advising boards on governance matters.
• The company secretary through the Chairman, plays an important role in good
governance by helping the board and its committees function effectively and in
accordance with their terms of reference and best practices.
• The roles and responsibilities of a company secretary include but are not limited to
the following:

• Manage all board and committee meeting logistics, attend and record minutes of all
board and committee meetings, and facilitate board communications;

• Advise the board on its roles and responsibilities;

• Facilitate the orientation of new directors and assist in director training and
development;
• Advise the board on corporate disclosures and compliance with company
and securities regulations and listing requirements;
• Manage processes pertaining to the annual shareholder meeting;
• Monitor corporate governance developments and assist the board in
applying corporate governance practices to meet the board’s needs and
stakeholders’ expectations; and
• Serve as a focal point for stakeholders’ communication and engagement
on corporate governance issues.
• A suitably qualified company secretary possesses the knowledge and
experience to carry out his functions. These may include knowledge of
company and securities law, finance, governance, and other areas of
compliance such as the listing requirements. The company secretary
should undertake continuous professional development.
Code of ethics for the company secretary
• This Code of Ethics, in general, can be understood to be an adoption of
ethics for corporate affairs, which have been formulated to enhance the
standard of corporate governance and to instil professionalism and
effectiveness in the performance of duties amongst company secretaries.
• This Code of Ethics needs to become a code of courtesy that will state all
that is true or false and what that is good or bad from a moral point of
view.
• PRINCIPLE-This Code of Ethics is based on the principles in relation to
sincerity, integrity, responsibility and corporate social responsibility.
• OBJECTIVE- This Code of Ethics is formulated to enhance the standard of
corporate governance and to instil good corporate behaviour in order to achieve
the following aims:
• 1. To instil the practice of professionalism amongst company secretaries based on the
tenets of moral responsibility, competency and effectiveness in administration; and
• 2. To uphold the spirit of responsibility and social accountability in line with the
legislation, regulations and guidelines for administrating a company.
• CODE OF ETHICS - In the performance of his duties, a company
secretary should always observe the following codes:
• 1. Strive for professional competency and at all times exhibit a high degree of skill
and proficiency in the performance of the duties of his office;
• 2. At all times, exercise the utmost good faith and act both responsibly and honestly
with reasonable care and due diligence in the discharge of the duties of his office;
• 3. At all times, strive to assist the company towards its prescribed objectives based
on the tenets of moral responsibility, efficiency, and effectiveness in administration;
• 4. Have a clear understanding of the aims and purpose of the company as well as the powers
and restrictions as provided in the Memorandum and Articles of Association of the company;
• 5. Be knowledgeable of regulations and procedures for meetings, particularly quorum
requirements, voting procedures and proxy provisions and be responsible for the proper
administration of meetings;
• 6. Neither direct, for his own advantage, any business opportunity that the company is
pursuing nor use or disclose to any party any confidential information obtained by reason of
his office, for his own advantage or that of others;
• 7. Adopt an objective and positive attitude and provide full co-operation for common benefit
when dealing with government authorities or regulatory bodies;
• 8. Disclose to the board of directors or an appropriate public officer any information within his
knowledge that he honestly believes suggests that a fraud is being, or is likely to be, practised
by the company or by any of its directors or employees;
• 9. Limit his secretaryship of companies to a number in which he can best and fully devote his
times and effectiveness;
• 10. Assist and advise the directors to ensure that the company, at all times, maintains an
effective system of internal control for the keeping of the necessary registers and accounting
records;
• 11. At all times, be impartial in his dealings with shareholders, directors and, without fear or
favour, use his best endeavours to ensure that the directors and the company comply with the
relevant legislation, contractual obligations and other relevant requirements;
• 12 .Be present in person, or ensure that in his absence he is represented, at the
company's registered office on the days and at the hours that the office is accessible to
the public;
• 13. Advise the board of directors so that no policy which is in conflict with the interest
of the company’s stakeholders is adopted by the company;
• 14. Be aware of all reporting and other requirements imposed by the statute under
which the company is incorporated;
• 15. Be present or represented at company meetings and not allow himself or his
representative to be excluded or withdrawn from those meetings in a way that would
prejudice his professional responsibilities as secretary of the company.
 Liabilities of the company secretary
• A company secretary is an officer of a company, the same as the director,
he or she has fiduciary duties to perform for the company. He or she is
required to act honestly and in good faith.
• A company secretary is personally liable to criminal charges if he or she
commits wrongful acts and can also be penalized with a fine. A wrongful
act is as simple as failure to lodge the annual return to SSM.