Things to prepare after you incorporate company in Malaysia
The incorporation process of a Company (“Sdn Bhd”) in Malaysia is straight forward and simple. But there are few important things that you need to do before you growing your business
Responsibility of Company Secretary in Malaysia
A company secretary is primarily responsible for all aspects of business administration, often known as corporate compliance. This means they are responsible for submitting confirmation statements and other crucial paperwork to Companies House, as well as handling a variety of other administrative tasks such as organising board meetings. The company secretary and the limited company director cannot be the same person; nevertheless, in the absence of a company secretary, the company director must assume the necessary responsibilities. A business secretary is not necessary to have any formal education.
What is Role Company Secretary?
In Malaysia, the company secretary plays a crucial role in ensuring that a company complies with all statutory requirements set forth by the Companies Act 2016. The main roles and responsibilities of a company secretary include:
In Malaysia, every registered company is required to have a company secretary as per the Companies Act 2016. The company secretary plays a crucial role in ensuring the smooth functioning of the company and compliance with all the relevant laws and regulations. The responsibility of the company secretary is diverse, ranging from maintaining accurate records, organizing board meetings, and ensuring compliance with statutory requirements. The company secretary acts as a liaison between the company's directors and the regulatory authorities and is responsible for providing legal and administrative support to the board of directors. Therefore, it is important to appoint a competent and experienced company secretary who can ensure the company's compliance with all the relevant laws and regulations.
Maintaining statutory records
A company secretary is responsible for maintaining the statutory records of the company, which includes registers of members, directors, and secretaries, as well as minute books of meetings.
Filing of documents
They must ensure that all required documents, such as annual returns, financial statements, and other statutory forms, are filed with the Companies Commission of Malaysia (SSM) on time.
Compliance with laws and regulations
They must ensure that the company is in compliance with all relevant laws and regulations, including the Companies Act, regulations under the Act, and other relevant laws.
Advising the board of directors
They must advise the board of directors on matters of corporate governance and compliance, and ensure that the board is aware of its legal and regulatory obligations.
Organizing board meetings
They is responsible for organizing board meetings, preparing agendas, taking minutes, and ensuring that decisions made at meetings are properly recorded and implemented.
Communication with shareholders
Their responsible is for maintaining communication with the company's shareholders, responding to their queries, and ensuring that they are kept informed of important developments.
Management of company seals
Their responsible is for the safekeeping and proper use of the company's common seal, as well as ensuring that any changes in the use or custody of the seal are properly authorized and recorded.
Vacation of Office
30 days after the notification is filed, the company secretary will no longer serve as secretary of the company. The company secretary will still be responsible for any actions taken before to leaving that position, despite this.The company secretary may vacate office by submitting Form 237(2) if no one can be reached at the directors' last known residence address.
Overall, the company secretary is an important officer of a company who helps to ensure that the company operates in compliance with all applicable laws and regulations, and that the interests of the company and its shareholders are protected.
Qualifications for Company Secretary
In Malaysia, a company secretary plays a crucial role in the successful operation and compliance of a company. As such, there are certain qualifications and requirements that must be met in order to become a certified company secretary. According to the Companies Act 2016, a company secretary must:
- Be a natural person who is at least 18 years old
- Possess a Certificate in Legal Practice (CLP) or a Bachelor of Law (LLB) degree from a recognized institution
- Be a member of a professional body approved by the Ministry of Domestic Trade and Consumer Affairs, such as the Malaysian Institute of Chartered Secretaries and Administrators (MAICSA) or the Malaysian Association of Company Secretaries (MACS)
- Have relevant experience and knowledge in company law, accounting, finance, and corporate governance
- Be a resident of Malaysia
Appoint a Company Secretary
In Malaysia, every company is required to have a company secretary, who is responsible for ensuring that the company complies with all relevant laws and regulations. SSM (Suruhanjaya Syarikat Malaysia) requires that a company secretary must be a natural person who is a resident of Malaysia and has the necessary qualifications and experience to carry out the duties.
The appointment of a company secretary is typically done at the same time as the registration of the company. The company secretary must be appointed within 30 days of the company's incorporation, and the appointment must be filed with the SSM within 14 days of the appointment.
They plays an important role in ensuring that the company complies with all relevant laws and regulations, including the Companies Act 2016 and other applicable legislation. Some of the key roles of the company secretary include maintaining the company's statutory registers and records, preparing and filing the company's annual returns, arranging and attending board meetings, and ensuring that the company's directors are aware of their legal responsibilities.
It is important for companies to appoint a qualified and experienced company secretary to ensure that they remain in compliance with all relevant laws and regulations. Its an essential member of the company's management team and plays a crucial role in ensuring that the company operates in a transparent and accountable manner.
Why do you require the services of a corporate secretary?
The corporate secretary is responsible for ensuring that the company complies with all the relevant laws, regulations, and guidelines issued by the relevant authorities. This includes preparing and filing statutory documents, maintaining statutory registers, and ensuring that the company's articles of association are up to date and compliant with the law.
In addition to the legal and regulatory requirements, the corporate secretary also plays a critical role in facilitating communication between the board of directors, senior management, and shareholders. They help to ensure that all parties are kept informed of key developments and decisions, and that there is transparency and accountability throughout the organization.
Overall, the services of a corporate secretary are essential for any company operating in Malaysia, as they help to ensure that the company complies with legal and regulatory requirements, and operates in an efficient and effective manner.
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For more detailed on how to start your Sdn. Bhd. (private limited company) read below:
Things to Think About When Setting Up a Company
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Company Corporate Compliance MY
To learn more about the corporate compliance requirements and responsibilities of a Company in Malaysia under Companies Act 2016