Appointment Of Company Secretary in Malaysia

After the Company registration completed, The Company Directors will receive a certificate of Incorporation and within 30 days from the date of incorporation the duties and responsibilities of all Directors is to appoint at least one licensed Company Secretary and the registration date stated on the Certificate (Form 9).

Company Directors require an approved company secretary to certify or verify company documents to enable the process of incorporation at the Companies Commission MALAYSIA (CCM) to take place and the certification of the company documents will be prepared to enable business transaction and dealing to commence.

  • 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. The company must also appoint an approved company auditor conduct and prepare the account, audit and tax as well.

    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 secretaries, each of whom shall be a natural person of full age. With effect 10th September 1992, NO PERSON shall act as a company secretary to a company unless:-

    He is a member of a professional body, or any other body, which has for time being prescribed by Minister

    He is licensed by the Companies Commission of Malaysia (CCM) and before known as Registrar of Companies ROC). Any person who contravenes the above requirement shall be guilty of an offence against the Companies Act, shall be liable to a penalty not exceeding Five Thousand Ringgit.

    A person who intends to do business in Malaysia must first register a business firm or incorporate a company with Suruhanjaya Syarikat Malaysia and to enable us to incorporate your company in Malaysia a qualified individual having license Company Secretary is compulsory by the companies Acts, 1965 to be appointed to perform the duties.

    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.

  • Appointment Of Company Secretary & Procedures

    The first secretary shall be named in the articles

    Appointment is effective from the date of incorporation

    Subsequent appointment apart from first secretary must be by the board

    Subsequent appointment only requires formal board resolution

    The first Form 49 required to be filed with the Registrar of Companies within one month from the date of incorporation

    The particulars of the first secretary shall be entered into the register book.

    APPOINTMENT OF A COMPANY SECRETARY

    The Companies Act 1965 requires that every company is to have at least one secretary, but a company is allowed to appoint more than one secretary. The company secretary shall be appointed by the Board of Directors but does not stipulate the procedures for appointment of a secretary.

    S.139(1) CA 1965 – of whom shall be a natural person of full age who has his principal or only place of residence in Malaysia

  • Resignation & Removal

    A company Secretary may resign by giving resignation letter to the board

    The position of the vacant secretary must not be left unfilled for more than one month

    Form 49 – reflecting the resignation and appointment of new secretary must be lodged with the Registrar of Companies.

    In practice, the removal of secretary and appointment is done simultaneously.

  • Disqualifications to act as a Company Secretary

    According to Section 139C of the Act – a person shall be disqualified to act as a secretary if:-

    (a) He is an undischarged bankrupt;

    (b) He is convicted whether within or without Malaysia of any offence mentioned in subsection 130 (1);

    (c) He ceases to be a member of the body prescribed by the Minister under Section 139A; or

    (d) He ceases to be a holder of a valid license issued under Section 139B.

  • Vacation Of Office Secretary In Deserted Companies

    Intention to vacate office of secretary through Form 48E after failure to contact the directors from last known address.

    The secretary shall cease to be the secretary of the company one month from the date of Form 48E.

  • 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 139A(a) of the Act; or
    (b) he is licensed by the Registrar as provided under Section139A (b) of the Act.

    A company secretary‟s duties are governed by the by the Act, common law, the company’s articles of association and the contract of service.HOW AN OFFICE SECRETARY CAN VACATE IN DESERTED COMPANIES?

    Intention to vacate office of secretary through Form 48E after failure to contact the directors from last known address.

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 certified company secretary who able to provide better corporate secretarial services to your company. Here at DM Corporate Holding (M) Sdn.Bhd you are able to obtain the services from our licensed company secretary.

  • Simple ways to remove and appoint the secretary?
    Send a letter of resignation to your existing company secretary either by fax or by hand signed and approved by the company directors and provide the details of the new company secretary’s name, residential address and secretary licensed no.

    The company secretary is required to release the company statutory documents such as the original file, statutory books and the company seal once its updated. The Board should hand over to the new secretary with an official letter informing the company secretary that the company wishes to appoint him to handle company secretarial matters.

    For your information, one-month period given to the board of directors of the company to find and appoint a new company secretary from the date of resignation of the company secretary.

    Submission of documents related to the appointment and resignation of secretary through form 49 can be made either by the existing company secretary or a newly appointed secretary.

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

  • Documents to be Prepared
    The documents involved are to be prepared to be deposited in the Companies Commission of Malaysia are as follows:

    Form 49 – Appointment & Resignation Of Company Secretary

    Form 44 – Change Of Company Registered Office address.

    Resolution of the Board to change the company secretary & change of address of registered office.

  • Registered Office Fees
    Registered office address and engagement of licensed company secretary is RM 60.00 per month and should be paid either 6 months or 1 year in advance.

  • Registry of Company Secretaries - 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 Darul Ehsan
    Tel: 03-61488262
    Fax :03-61562933


    Binti Saedah Saidin
    Managing Director
    +6019-326 0345


    Mohd Daud Bin Abdul Raman
    Licensed Company Secretary from Companies Commission Malaysia – CCM
    +6019-369 8122

  • 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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