After company fully incorporated under Companies Commission Malaysia, the company directors will receive a certificate of incorporation and within 30 days from the registration date, the duties and responsibilities of all directors is to appoint at least one licensed company secretary to perform duties as the secretary of the company.

Company registration date is shown in the certificate issued under section 17 Companies Act 2016.

Company directors need licensed company secretary to certify the company documents before the registration can be done at Companies Commission MALAYSIA (CCM) and the secretary should certified all related documents to before the company can start the business.

If none of the directors of the company can be communicated with at the last known residential address, the secretary may, notwithstanding subsection 235(1), notify the Registrar of that fact and of his intention to resign from the office.

  • What is a company secretary?
    The secretary of a company must be a natural person of full age who has his principal or only place of residence in Malaysia. He must be a member of a prescribed body or is licensed by the Registrar of Companies (Companies Commission Malaysia).

    The use of word Secretary in the name of this specialization is a bit misleading for one who is new to the concept. A Company Secretary is a professional whose role in a corporate set up in that of an adviser for legal matters. He or She is a very important member of the Company’s Management to handle all paperwork’s, statutory documents and procedural matters that running of the company involves. A Company Secretary has been recognized by corporate law as one of the officers of the Company. The knowledge that he or she acquires during training makes them versatile enough to carry out functions in various areas like Finance, Accounts, Legal Administrations and Personnel Division.

    In large and medium size business organizations, a company secretary role includes incorporation of the Company, processing applications for management appointments, remunerations, inter-corporate investment and loans, handling public issues including listing of shares and debentures, conducting both board and general meeting, maintenance of records, registers and minutes of the meetings. In short, it would suffice to say that all legal and procedural matters as per the Companies Act and all other applicable laws fall under the duties of a Company Secretary.

    A company secretary of today is a company officer who is endorsed with heavier responsibilities and a greater power, duties which demand for ethical behavior from company secretaries at all times.

  • Who can be a company secretary?
    Every company shall have one or more company secretaries, each of whom shall be a natural person of full age. With effect from 10th October 2016, NO PERSON shall act as a company secretary to a company.

    SECTION 235 – COMPANIES ACT 2016 : REQUIREMENT FOR A SECRETARY.

    (1) A company shall have at least one secretary who shall be-

    (a) A natural person

    (b) Eighteen years of age and above

    (c) A citizen or permanent resident of Malaysia

    Who shall ordinarily reside in Malaysia by having principal place of residence in Malaysia.

    (2) A secretary shall be-

    (a) A member of a body as set out in the Fourth Schedule,

    (b) A person licensed by the Commission under section 20g of the Companies  Commission of Malaysia Act 2001.

    (3) For the purposes of paragraph (2)(a), the Minister may prescribe any professional body or any other body by notification in the Gazette and may impose any terms and conditions as he thinks fit.

    (4) The company and every director who contravene this section commit an offence.

    The registrations for company only can be done by the Company Secretary.A registered company is a company incorporated or formed by registration under Companies Acts, 1965. The incorporation is administered by the Suruhanjaya Syarikat Malaysia. Both registrations come under the jurisdiction of the Ministry of Domestic Trade And Consumer Affairs.

  • How to appoint company secretary and the appointment procedures?

    The Companies Act 2016 requires that every company to appoint at least one or more company secretary and determine the terms and conditions of such appointment.

    The appointment of the first secretary shall be made within thirty days from the date of incorporation of a company.

    SECTION 236 – COMPANIES ACT 2016 : APPOINTMENT OF A SECRETARY

    (1) The Board shall appoint a secretary and determine the terms and conditions of such appointment.

    (2) Notwithstanding subsection (1), the appointment of the first secretary shall be made within thirty days from the date of incorporation of a company.

    (3) No person shall be appointed as a secretary unless-

    (a) He has consented in writing to be appointed as a secretary

    (b) He is qualified under subsection 235(2)

    (c) He is not disqualified under section 238.

    (4) The company and every person who contravene this section commit an offence.

  • Resignation of company secretary

    SECTION 237 – COMPANIES ACT 2016 : RESIGNATION OF A SECRETARY

    (1) Subject to the constitution or terms of appointment, a secretary may resign from his office by giving a notice to the Board.

    (2) If none of the directors of the company can be communicated with at the last known residential address, the secretary may, notwithstanding subsection 235(1), notify the Registrar of that fact and of his intention to resign from the office.

    (3) The secretary shall cease to be the secretary of the company –

    (a) On the expiry of thirty days from the date of the notice lodged under subsection (1) or the period specified in the constitution or the terms of appointment, as the case may be

    (b) On the expiry of thirty days from the date of the notice to the Registrar under  subsection (2)

    (4) Nothing in subsections (1) and (2) shall relieve the secretary from liability for any act or omission done before the secretary vacated that office.

  • Removal of a company secretary

    SECTION 239 – COMPANIES ACT 2016 : REMOVAL OF A SECRETARY

    The board may remove a secretary from it office in accordance with the terms of appointment or the constitution.

  • Disqualifications to act as a Company Secretary

    SECTION 238 – COMPANIES ACT 2016 : DISQUALIFICATION TO ACT AS A SECRETARY

    (1) A person shall be disqualified to act as secretary if-

    (a) He is an undischarged bankrupt

    (b) He is convicted whether in or outside Malaysia of any offence referred to in section 198

    (c) He ceases to be a holder of a practicing certificate issued by the Registrar under section 241.

    (2) Notwithstanding subsection (1), if the Registrar is of the opinion that a person has failed to act honestly or use reasonable diligence in the discharge of his duties as a secretary, the Registrar may require the person to show cause why his practicing certificate should not be revoked or why he should not be disqualified from acting as a secretary of a company.

    (3) If a person continues to act as a secretary for a company after the person is disqualified under this section without leave of the Court, the secretary and every director who knowingly permits the person to act in that capacity commit an offence.

  • Office of secretary shall not be left vacant

    SECTION 240 – COMPANIES ACT 2016 : OFFICE OF SECRETARY SHALL NOT BE LEFT VACANT

    The office of the secretary of a company shall not be left vacant for more than thirty days at any one time.

  • Requirement to register with registrar

    SECTION 241 – COMPANIES ACT 2016 : REQUIREMENT TO REGISTER WITH REGISTRAR

    (1) Any person who is qualified to act as a secretary and who desires to act as a secretary shall be registered under this section before he can act as a secretary.

    (2) The Registrar shall cause a register of secretaries to be kept and shall cause to be entered in the register in relation to a secretary-

    (a) The name of the secretary.

    (b) The residential address and business address of the secretary

    (c) The details of the qualifications referred to in subsection 235(2)

    (d) Such other information as the Registrar may require.

    (3) The Registrar, before registering such person, may-

    (a) Require him to produce any evidence to his satisfaction of the qualification as stated under subsection 235(2)

    (b) Impose any other conditions that he deems fit.

    (4) If the requirements under subsection (3) are satisfied, the Registrar shall-

    (a) Enter the particulars in the register of secretaries

    (b) Issue a practicing certificate in such from as the Registrar may determine.

    (5) On or after the commencement of this Act, a person who is a secretary of a company and who is not registered under subsection (1) may continue to act as a secretary to the company for a period of not more than twelve months or any longer period as the Registrar may allow.

    (6) After the expiry of the period referred to in subsection (5), a person who fails to comply with the requirement to register shall be deemed to have not been registered under this section.

    (7) The Minister shall have the power to make regulations on any matters relating to any practicing certificate issued under this section.

    (8) Any person who contravenes subsection (1) commits an offences.

  • Prohibition to act in dual capacity

    SECTION 242 – COMPANIES ACT 2016 : PROHIBITION TO ACT IN DUAL CAPACITY

    A person is prohibited to act in a dual capacity as both a director and a secretary in a situation that requires or authorizes anything to be done by a director and a secretary.

  • Conclusion
    S139 (1) CA1965

    Natural person of full age, every company shall have at least one secretary who has his principle or only place of residence in Malaysia

    S139 (1A) CA1965

    The office of secretary of a company shall not be left vacant for more than one month at any onetime.

    The role is not of a clerical one but as a Chief Administrative Officer who is entrusted with legal responsibilities.

    He must be a member of a professional body or any other body which has been prescribed under Section 235(2)(a) of the Act; or

    (b) he is licensed by the Registrar as provided under Section 235(2)(b) of the Act.

    A company secretary‟s duties are governed by the by the Act, common law, the constitution and the contract of service.

    If none of the directors of the company can be communicated with at the last known residential address, the secretary may, notwithstanding subsection 235(1), notify the Registrar of that fact and of his intention to resign from the office.

Code of Ethics for Company Secretaries


With more complex developments in company legislation and the creation of business collaborations to result in larger groups of companies, the role of a company secretary has evolved from just a normal employee to one who is far more important in any company. A company secretary of today is a company officer who is endorsed with heavier responsibilities and a greater power, duties which demand for ethical behavior from company secretaries at all times.

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 instill 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 instill good corporate behavior in order to achieve the following aims:

To instill the practice of professionalism amongst company secretaries based on the tenets of moral responsibility, competency and effectiveness in administration; and

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:

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;

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;


At all times, strive to assist the company towards its prescribed objectives based on the tenets of moral responsibility, efficiency, and effectiveness in administration;

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;

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;

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;

Adopt an objective and positive attitude and provide full co-operation for common benefit when dealing with government authorities or regulatory bodies;


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, practiced by the company or by any of its directors or employees;

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;

At all times, be impartial in his dealings with shareholders, directors and, without fear or favour, use his best Endeavors to ensure that the directors and the company comply with the relevant legislation, contractual obligations and other relevant requirements;

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;

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;

Be aware of all reporting and other requirements imposed by the statute under which the company is incorporated;

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.

Looking And Replace Your Company Secretary

  • Are you facing problem with your current Company Secretary and you intend to change the new company secretary for your company?

    Any company who not satisfied with the level of secretarial services provide by the company secretary vices shall be entitled to appoint a new secretary to replace the existing company secretary .This issues arise when there are difficulties for the Board of Directors and shareholders or employees of the company to liaise with the appointed company secretary to seek for their services or advice.

  • How to appoint a new secretary?

    You need to locate a licensed company secretary who able to perform his duties to your company. DM Corporate Holding (M) Sdn.Bhd provide secretarial services to suit your company needs.

  • Simple ways to remove and appoint the secretary?

    The company director must issue a letter of resignation to the existing company secretary either by fax or by hand and include the details of the new company secretary’s name, residential address and the secretary license number.

    The existing company secretary must return the company statutory books, company seal and file.

    The Board of directors should hand over the resignation letter of the existing company secretary to the new secretary together with the company statutory documents to the new company secretary through official letter informing that they wishes to appoint he or her as their company secretary.

    For your informations, within one-month from the date of resignation of the company secretary, the board of directors must locate and appoint new company secretary and update the appointment with the registrar.

    Lodgement of documents related to the appointment and resignation of secretary to be done by the existing company secretary to the registrar.

    A company secretary is an officer of the company and appointed by the Board of Directors through meetings. The Board of Directors is empowered to appoint or dismiss a company secretary at any desired time.

  • Document needed to appoint the new company secretary and the termination of the existing company secretary
    The documents involved should be prepared and updated in the system by the existing company secretary.

    Resignation letter from the company to company secretary and signed by the company director.

    Resolution to appoint the new secretary and the termination of the existing company secretary

    Resolution to change the company registered office.

  • Why company must have its registered office?

    SECTION 46: REGISTERED OFFICE AND REGISTERS

    (1) A company shall at all times have registered office in Malaysia to which all communications and notices may be addressed.

    (2) The registered office shall be open and accessible to the public during ordinary  business hour.

    (3) The Registrar shall be notified of any change in the address of the registered office within fourteen days of such change.

    (4) The company and every officer who contravene this section commit an offence and shall, on conviction, be liable to a fine not exceeding fifty thousand ringgit.

    SECTION 47: DOCUMENT TO BE KEPT AT REGISTERED OFFICE

    (1) A company shall keep a its registered office-

    (a) Notice of registration issued under section 15

    (b) The constitution of the company if any;

    (c) Certificates given under this Act or corresponding previous written law, if any;

    (d) All registers, books, records and documents as required under this Act.

    (e) Minutes of all meetings of members and resolution of members;

    (f) Minutes of all meetings and resolution of the Board and committees of the Board.

    (g) Copies of all written communications to all members or all holders of the same class of shares;

    (h) Copies of all financial statements and group financial statement.

    (i) The accounting records of the company required under section 245;

    (j) Copies of all instruments creating or evidencing charges as required under section 357;and

    (k) Such other documents required to be kept by the Registrar.

    (2) Any document referred to in subsection (1) other than documents referred to in paragraph (1)(f), may be kept at a place other than at the registered office of a company provided notice to that effect has been given to the Registrar.

    (3) The company shall notify the Registrar of any changes to the address of the palace referred to in subsection (1) and (2) within fourteen days from the date of such change.

    (4) The company and every officer who contravene this section commit an offence and shall on conviction be liable to a fine not exceeding ten thousand ringgit and in the case of a continuing offence, to a further fine not exceeding five hundred ringgit for each day during which the offence continues after conviction.

    SECTION 48: INSPECTION OF DOCUMENTS AND RECORDS KEPT BY COMPANY

    (1) Any document and record that is to be made available for inspection under this Act, shall be made available for inspection by any person who is entitled to inspect such document and record at the registered office of a company or any other palace allowed by this Act.

    (2) A company shall provide proper facilities to enable the documents and records to be inspected.

    (3) The person who is entitled under this Act to inspect the document and records referred to in subsection (1) shall be allowed to make copies or take extracts from documents and records.

    SECTION 54: PLACE WHERE REGISTER OF MEMBERS AND INDEX TO BE KEPT

    (1) The register of members and index shall be kept at the registered office of the company,but-

    (a) If the register and index are prepared at another office of the company within Malaysia, the register and index may be kept at that other office or

    (b) If the company arranges with any person to prepare the register and index on its behalf the register and index may be kept at the office of that person at which the work is done if that office is within Malaysia.

    (2) Where, by virtue of paragraph (1)(b), the register of member is kept at the office of that agent other than the company and by reason of his default the company contravenes subsection (1) or any requirements of this Act as to the production of the register, the agent shall be liable to the same penalties as if he were an officer of the company, and the power of the Court under section 585 shall extend to the making of orders against the agent and officers and servants of the agent.

    (3) The company ad every officer who contravene this section commit an offence and shall on conviction, be liable to a fine not exceeding ten thousand ringgit and in the case of a continuing offence, to a further fine not exceeding five hundred ringgit for each day during which the offence continues after conviction.

    SECTION 57: REGISTER OF DIRECTORS, MANAGERS AND SECRETARIES

    (1) Every company shall keep at its registered office a register of its directors, managers and secretaries containing, but not limited to the following particulars:

    (a) In respect of a director-

    (i) his name, residential address, service address, date of birth, business occupation and identification and

    (ii) particulars of any other directorship of public companies or companies which are subsidiaries of public companies held by the director but it shall not be necessary for the register to contain particulars of directorships held by a director in a company that by virtue of section 7 is deemed to be related to that company.

    (b) In respect of a manager and secretary, his full name, identification and residential address, business address, if any, and other occupation.

    (2) For the purposes of paragraph (1)(a), if a person is a director in one or more subsidiaries of the same holding company, it shall be sufficient if it is disclosed that the person is the holder of one or more directorships in that group of companies and the group may be described by the name of the holding company with the addition of the word “Group”.

    (3) The register shall be open for inspection of any member of the company without charge and of any other person on payment of ten ringgit or such lesser sum as the company requires, for each inspection.

    (4) If there is any change in the particulars of s director, manager or secretary the  company shall effect the change in the register within fourteen days from the change.

    (5) A certificate of the Registrar stating that from any return lodged with the registrar under this section it appears that at any time specified in the certificate any person was director, manager or secretary of a specified company shall be admissible in evidence in any proceedings and shall be prima facie evidence of facts stated in the certificate.

    (6) The company and every officer who contravene this section commit an offence and shall on conviction be liable to a fine not exceeding ten thousand ringgit and in the case of a continuing offence, to a further fine not exceeding five hundred ringgit for each day during which the offence continues after conviction.

    (7) In this section-
    “Identification” means, in the case of any person issued with an identity card, the number of the identity card in the case of a person not issued with an identity card, particulars of passport or such other similar evidence f identification as is available.

    “director” includes an alternate, substitute or local director.

    SECTION 59: REGISTER OF DIRECTORS’ SHAREHOLDINGS, ETC.

    (1) A company shall keep a register showing with respect to each director of the company particulars of-

    (a) Shares in the company or in a related corporation being shares in which the director has an interest and the nature and extend of that interest.

    (b) Debentures of or participatory interests made available by the company or a related corporation being debentures or participatory interests in which the director has an interest and the nature and extent of that interest.

    (c) Rights or options of the director or of the director and other person in respect of the acquisition or disposal of shares in, debentures of or participatory interests made available by the company or a related corporation and

    (d) Contracts to which the director is a party or under which he is entitled to a benefit being contracts under which a person has a right to call for or to make delivery of shares in, debentures of or participatory interests made available by the company or a related corporation.

    (2) A company need not disclose in its register any particulars of shares of director’s interest in a wholly owned subsidiary of a company which is deemed to be a related corporation under section 7.

    (3) A wholly-owned subsidiary company shall be deemed to have complied with this section in relation to its director if the particulars required by this section are shown in the register of the holding company.

    (4) A company shall enter in its register in relation to the director the particulars referred to in subsection (1) including the number and description of shares, debentures, participatory interest, rights, options and contracts to which the notice relates and in respect of shares, debentures, participatory interests, rights or options acquired or contacts entered into after he became a director within three days after receiving notice from a director under paragraph 219 (1)(a)-

    (a) The price or other consideration for the transaction by reason of which an entry is required to be made under this section and

    (b) The date of-

    (i) The agreement for the transaction or if it is later, the completion of the transaction or

    (ii) Where there was no transaction, the occurrence of the event by reason of which an entry is required to be made under this section.

    (5) A company shall enter in its register the particular of the change referred to in notice under paragraph 219(1)(b) within three day after receiving the notice from the director.

    (6) A company is not deemed to have notice of or to be put upon inquiry as to the right of a person to or in relation to, a share in, debenture of or participatory interest made available by the company.

    (7) The Register shall be open for inspection by a member of the company without charge and by any other person on payment of twenty ringgit or such lesser amount as the company requires.

    (8) Any person may request a company to furnish him with a copy of its register or any part of its register on payment of twenty ringgit and the company shall send the copy to that person within twenty-one days or such longer period as the Registrar thinks fit from the day on which the request is received by the company.

    (9) The Registrar may, at any time in writing, require a company to furnish him with a copy of its register or any part of its register and the company shall furnish the copy within seven days from the day on which the requirement is received by the company.

    (10) A public company shall produce its register to all persons attending the meeting at the commencement of each annual general meeting of the company and keep it open and accessible during the meeting.

    (11) In this section-

    (a) A reference to a participatory interest is a reference to an interest within the meaning of the Interest Schemes Act 2016.

    (b) A reference to a person who holds or acquires shares, debentures or participatory interests or an interest in shares, debentures or participatory interest includes a reference to a person who under an option holds or acquires a right to acquire or dispose of a share, debenture or participatory interest or an interest in a share, debenture or participatory interest includes a reference to a person who under an option holds or acquires a right to acquire or dispose of a share, debentures or participatory interest or an interest in a share, debentures or participatory interest,
    and

    (c) A reference to a director shall be include the spouse of a director who is not a director of the company and a child of a director, including adopted child or stepchild who is not a director of the company and the interest of the spouse or child shall be treated as the interest of the director in the shares or debentures of the company after he the relevant facts have come to the director’s knowledge.

    (12) Section 8, except for subsections (1) and (3), has effect in determining whether a person as an interest in a debenture or participatory interest and in applying those provisions, a reference to share shall be read as a reference to a debenture or participatory interest.

    (13) The company and every officer who contravene this section commit an offence and shall, on conviction, be liable to a fine not exceeding five hundred thousand ringgit or to imprisonment for a term not exceeding ten years, or to both and, in the case of a continuing offence, to a further fine not exceeding one thousand ringgit for each day during which the offences continues after conviction.

  • Registered office fees
    Fees for registered office will be charged to the company starting from RM60.00 permonth for keeping the statutory book and company files.

  • Registered office address

    Certified Secretarial & Management Firm
    DM Corporate Holding (M) Sdn.Bhd. (1103339-U)
    No 20A Jalan BRP 1 / 2, Bukit Rahman Putra, 47000, Sungai Buloh, Selangor D.E
    Tel : +603-6148 8262 | +603-6156 2933 | +603-2770 2500
    Fax : +603-2770 2527
    E.Mail : sales@registercompany.com.my

  • Office Hours
    10.00 am – 5.00 pm (Monday-Thursday)
    10:00 am – 12:45 pm / 02:45 to 05:00 (Friday)
    Saturday & Sunday (Holidays)
    Note: Secretarial Consultation fees (out call appointment upon client request) is RM 300.00

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