What is a company secretarial service?
A SDN BHD in Malaysia is considered a legal entity, and its liability is limited by shares. This is incorporated as a private company. Any new companies registered in Malaysia are subject to compliance with the Malaysian Companies Act, 2016. The responsibilities of a company secretary include being accountable for the efficient administration of a company, ensuring the integrity of the governance framework, ensuring compliance with statutory and regulatory necessities, as well as implementing decisions made by the Board of Directors.
Why does a business need company secretarial services?
All companies registered and established in Malaysia are required to have at least one company secretary and the company secretary must be a resident in Malaysia and is a member of any one of the designated professional bodies or licensed by the SSM. Every company incorporated in Malaysia must designate a company secretary within 30 days from incorporation. Failure to do so would cause a penalty from the Companies Commission of Malaysia.
Roles and responsibilities of a company secretary in Malaysia
The role of a company secretary has evolved over the years and is now most preferred in the position of an advisor to the company. The Board of Directors of a company is invariably dependent on the company secretary’s advice and guidance on legal issues regarding the company. So, in that case, the company secretaries should familiarize themselves with all the legislation and regulation that govern the company and they require to oblige to the following responsibilities-
1. Complying with statutory requirements
The company secretary is accountable for meeting all the legal needs of the Companies Commission of Malaysia under the Companies Act, 2016. He/she has to help the company by being the official legal representative of the company. He/she has to update and report any changes in the company’s information to the registrar of companies.
2. Handling and managing meetings
One of the most crucial roles of a company secretary is handling and managing the annual general meeting (AGM) and other general meetings of the company. Following are the tasks that a company secretary has to perform in the meetings-
- Conducting the AGM at least once every calendar year of the company, whether it is active or inoperative
- Booking and preparing the meeting room
- Taking the attendance at the AGM and also at other general meetings
- Preparing the schedule for the meeting and circulating the same
- Advising on the legal and statutory matters of the company as and when required
- Planning and filing the statutory returns of the company and conveying the same to the Chairman and the Board of Directors
3. Being well-versed in securities law and regulations
A company secretary in Malaysia should be careful with all the security laws and regulations which govern the company.
4. A sense of continuing professional development
Every profession needs continued learning to stay updated with the emerging trends in that field, likewise, even a company secretary in Malaysia or any other part of the world should keep learning and updating one’s knowledge about new rules and regulations, new developments, changes in the corporate world. Most importantly, he/she must be acquainted with all the rules relating to business and be prepared for all types of uncertainties.
There are additional duties and responsibilities a company secretary has to take care of, like-
- Working with the Board of Directors and assisting in company formation, development, registration, amalgamation, promotion, reorganization, or liquidation
- Taking care of the transfer of shares, splitting of shares, and issuing duplicate share certificate
- Allotting shares, bonuses, and declaration of dividends
- Reporting and updating company details, like the record of directors and shareholders
- Working on behalf of the Board in general matters, like signing bank or statutory statements
Any Malaysian resident or a foreigner who is looking for company registration has to avail of secretarial services in Malaysia to register his or her business.
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