Syarikat Series: The Essential Role of a Company Secretary in Malaysia Syarikat Ong Expert Corporate & Tax Advisory for SMEs in Malaysia Since 1974.

A company secretary in Malaysia plays a pivotal role in ensuring the smooth operation and legal compliance of a company. Recognised as a key officer, the company secretary's duties extend far beyond administrative tasks, encompassing vital governance and compliance
responsibilities.

syarikat ong boardroom in progress company secretary — Facilitating board meetings with precision and professionalism.

Legal Requirement and Appointment

In Malaysia, it is mandatory for companies to appoint a company secretary within 30 days of incorporation. According to the Companies Act 2016, the company secretary must be a qualified individual who is a member of a professional body prescribed by the Minister of Domestic Trade and Consumer Affairs or licensed by the Companies Commission of Malaysia (SSM).

Key Responsibilities

1. Corporate Governance

The company secretary is the custodian of corporate governance. They ensure that the company complies with relevant laws and regulations, adheres to the company’s constitution, and follows best practices in corporate governance. This includes preparing and maintaining statutory registers and records, such as the register of members, directors, and charges.

2. Board Administration

Acting as the principal point of contact for the board of directors, the company secretary is responsible for organizing board meetings, preparing agendas, and distributing board papers. They also take minutes of meetings and ensure that decisions made by the board are accurately recorded and implemented.

3. Compliance Management

Ensuring compliance with statutory and regulatory requirements is a fundamental role of the company secretary. They file annual returns and financial statements with the SSM, manage correspondence with regulatory bodies, and keep the company updated on any changes in legislation.

4. Shareholder Communication

The company secretary plays a crucial role in maintaining effective communication between the company and its shareholders. They handle shareholder inquiries, manage the transfer of shares, and ensure that dividends declared by the board are distributed accurately and timely.

5. Advisory Role

Beyond administrative duties, the company secretary advises the board on governance matters, legal implications of proposed actions, and ethical considerations. This advisory role helps the board to make informed decisions that align with legal and regulatory frameworks.

Importance of a Company Secretary

The presence of a competent company secretary is indispensable for the robust governance of a company. They act as a bridge between the board of directors and regulatory bodies, ensuring that the company operates within the confines of the law. By overseeing compliance and governance, the company secretary mitigates risks associated with legal breaches and governance failures, thereby protecting the company’s reputation and integrity.

In short, the company secretary is a cornerstone of corporate governance and legal compliance in Malaysia. Their multifaceted role, from maintaining statutory records to advising the board, underscores their importance in fostering a compliant and well-governed corporate environment. As businesses navigate an increasingly complex regulatory landscape, the expertise and diligence of a company secretary remain crucial to corporate success.

Stay tuned for the next article in our series, where we will deep dive into the compliance duties of a company secretary and how they ensure legal adherence.