TITLE:

APPOINTMENT AND DUTIES OF COMPANY SECRETARY

SUBJECT:

COMPANY LAW
LAW4053

PROVIDED FOR:

SIR MOHD SAIFUDDIN BIN ABDUL KARIM

PREPARED BY:

NURUL FATIHAH BINTI ARIPIN

MATRICS NUMBER:

PPB20028

COURSES OF STUDY:

DEGREE OF ACCOUNTING

SEMESTER 4 2021/2022
No. Content Pages
1. Introduction 2
2. Registration of Company Secretary 3
3. Qualifications of Company Secretary 4
4. Disqualification to Act as a Company Secretary 5
5. Main duties of a Company Secretary 6
6. Duties of a Company Secretary Before, During and After a 8
Meeting

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1. INTRODUCTION

According to Section 2(45) of the Companies Act, 1956, a secretary can be

defined as an individual who has the qualifications as prescribed and appointed as a
secretary to carry out duties under this Act and any other administrative or ministerial
duties. A company secretary is not just an individual who is only involved in clerical
work. The role of the company secretary is more than that. Company secretary is a
professional profession who is responsible as an advisor legal matters in a corporate
setting. It is includes handling statutory documents, paperwork and procedural matters
of a company. The secretary is also recognized as one of the officers of a company.
However, ensuring that the company complies with all relevant regulatory
requirements regarding the running of the company is the main responsibility of a
company secretary.

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2. REGISTRATION OF A COMPANY SECRETARY

According to section 241 of the Act, a person is required to be registered

under this section before he or she may act as a company secretary.

The secretarial register shall be kept because the register in relation to the
secretary company are as follows:
i) Name of the company secretary
ii) Residence and business address of the company secretary
iii) Particulars of eligibility referred to in section 235(2)
iv) Any other information as the registrar may require.

The appointed person is required to submit any evidence until the registrar is
satisfied with the qualifications set out under subsection 235(2) and impose any other
conditions as it deems fit after the registration.

After all the requirement is fulfilled, the registrar shall note the particulars in
the secretary’s list and issue a practicing certificate in such form as the registrar may
determine.

Under the Act, a person who become a secretary company without registration
may continue as a secretary for a period not more than 12 months or longer period
may be allowed by the registrar, section 241 (5).

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3. QUALIFICATIONS OF A COMPANY SECRETARY

According to section 236 of the Act, directors is required to appoint a

company secretary then determine the terms and conditions of the appointment. The
first appointment should be within 30 days from the date of the establishment of the
company. Company Registrar must be notify within 14 days of the appointment date.
For the first secretary of the company, there is no fee chargeable. However, if the
company are late to give the notice of appointment, there will be a late lodgement fee
to the company. It must be agreed by the company secretary who are been appointed.

The qualifications to be appointed as a company secretary according to section

235 are as follows:

i) A natural person
ii) 18 years of age and above
iii) A citizen or permanent resident of Malaysia who shall ordinarily reside in
Malaysia by having a principal place of residence in Malaysia
iv) Must not be convicted whether within or outside Malaysia involving fraud
or dishonesty punishable conviction with imprisonment for three months or
more (section 238)
v) May not have any pending legal action against him or her under any
provision of the Company Act 2016 or the law specified in the First Schedule
of the Company Act 2016.

The qualifications required to apply for a company secretary license are minimum
Sijil Pelajaran Malaysia or equivalent (Credit in Bahasa Melayu or English
Language) and the applicant is required to have working experience in company law
or secretarial practise.

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4. DISQUALIFICATION TO ACT AS A COMPANY SECRETARY

According to section 238 of the Act, a person can be disqualified from

company secretary because of:

i) Undisclosed bankrupt
ii) Convicted either within Malaysia or outside Malaysia
iii) Ceased to be the holder of a certificate of practise issued by the Registrar of
Companies under section 241
iv) If the Registrar is of the opinion that a person fails to act with honesty or commits
improper use while he or she are carrying out duties of a company secretary, it can be
the reason why him or her practicing certificate should not be disqualified
v) If a person continues to act as a company secretary after being disqualified from
this section without to consent of the court, the secretary and every director
knowingly authorizing that person to act in that capacity commits an offence.

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5. MAIN DUTIES OF A COMPANY SECRETARY

Company secretary can be an officer of the company and also can be an adviser to the
board in which his or her duties. This is to ensure the following in performing the
duties:

i) Get use to himself or herself with the provisions of the company’s constitution
ii) Proficient in regulatory bodies and compliance with many statutory
iii) Make sure correct procedures are followed and adhered to in accordance with the
company’s constitution and the Companies Act 2016
iv) Able to advise the board and to ensure the interest of the board and members are
protected all the times
v) Compliance with advisory and statutory requirements:

a) Company secretary need to make sure the company remains compliant with
legislation outlined in the Companies Act 2016 all the time. It is includes
acting as the official liaison party in preparing, communicating and submitting
the Statutory Returns with the Companies Commission of Malaysia (SSM).
b) Company secretary also need to ensure any change in he company’s
statutory information should be completed in the relevant prescribed forms
and lodged with the Registrar of Companies within the period of time.
c) The company secretary should advise the board of directors of the relevant
dates for holding the company’s general meeting.

vi) Preparing of board and member’s resolution and attending meeting.

a) The company secretary must attend board meetings and give advise on
matters relating to company secretarial matters as and when it required.
b) Acts as a link between the company and the shareholders. This means any
important announcements should be officially communicated. The secretary
will also send notices (circular resolutions) and liaise with shareholders
regarding any shareholder meetings and the annual or extraordinary general
meeting if the company chooses to hold one.

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 c) Company secretary also need to filling annual returns. A company secretary
is responsible for the completion and timely submission of the company’s
annual return and full accounts by the statutory deadline.

The responsibilities and duties of a company secretary depend on the

expectations of the board of directors. Usually, the company secretary is responsible
to ensure compliance with the disclosure and information requirements of the
Companies Act 2016.

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6. DUTIES OF A COMPANY SECRETARY BEFORE, DURING AND AFTER
A MEETING

A smooth running company meeting is a duty of the company secretary. This

involve the process of before, during and after a meeting.

BEFORE A MEETING

1. The company secretary need to ensure he or she well-versed with the basic
principles of the meetings.

2. The company secretary also must advise the board of directors to convene its
annual general meeting at least once every calender year regardless of whether the
company is dormant or active.

DURING A MEETING

1. The company secretary must arrange with the chairman and/or managing director
for agenda papers, items for the agenda, date, time and place to make a meeting.

2. Book and prepare the meeting room.

3. Attend and take down minutes of the meeting.

4. Follow up on decisions made.

5. Play an advisory role to the chairman and the board of directors.

6. Lodge statutory returns as appropriate.

AFTER A MEETING

1. The minutes and resolutions of meetings must be reflect the proceedings and be
written accurately, concisely and in simple language.

2. All extracts of resolutions and minutes should be prepared in the company’s

letterhead and certified by the chairman of the board and/or the company secretary.

3. A company secretary should table all director’s circular resolutions passed since the
previous board meeting at the next board meeting for notation.

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REFERENCES

Siti Salwa Jaafar & Marliana Jamaluddin. (2019). Company Law: Polytechnic Series.

https://www.yourarticlelibrary.com/company/secretary/company-secretary-definition-
qualifications-and-functions/75930