Why need to appoint Company Secretary for Sdn Bhd?

Why need to appoint Company Secretary for Sdn Bhd?

The mandatory appointment of a company secretary which the Companies Act recognised the important role played by company secretaries in ensuring that high level of governance is maintained. This move is aimed towards enhancing and monitoring the standard of conduct and professionalism.

Who can be a Company Secretary?

Every company shall have one or more secretaries, each of whom shall be a natural person of full age. To qualify as a Company Secretary, he or she must be either:-

Ø     Member of a professional body, or any other body, which has for time being prescribed by Minister or;

Ø     Licensed by the Registrar of Companies (SSM)

What is the Roles and Duties of Company Secretary?

As refer to the MAICSA website (Good Governance Guides: No 2.1)

The company secretary should be aware of the following:

Ø     The company secretary should familiarize himself with the provisions of the Memorandum and Articles of Association of the company.

Ø     The company secretary should be well versed with securities laws and regulations.

Ø     The company secretary must ensure correct procedures are followed and adhere to it in accordance with the Company's Memorandum and Articles of Association and the Companies Act, 1965.

Ø     It is a duty of the company secretary to ensure that any documents authenticated by him represent the exact copies found in the statutory books, registers and secretarial file.

Ø     The company secretary should adhere to "The Company Secretary's Code of Ethics" developed by the Companies Commission of Malaysia (formerly known as the Registrar of Companies) and lays down clearly the duties and responsibilities and ethical practices of the company secretary.

How to Change Company Secretary?

Q1.      Can we change our company secretary anytime?

Ø     YES. Board of directors’ have power to change the Company Secretary

Q2.      What should we do for change of Company Secretary?

Ø   Step 1. Send a Resignation Letter to existing Company Secretary which provide the detail of New Company Secretary (Sample Letter draft by us)

Ø   Step 2. We will liaise with the existing Company Secretary through submission of documents Form 49 & Form 44 for the changes.