The Role of a Company Secretary

Pursuant to S139 (1) CA 1965, every company owned by Malaysian or foreigners required the appointment of at least one company secretary. The company secretary must be a natural person of full age, who has his principle or only place of residence in Malaysia.

A person is qualified to act as a company secretary when he or she is licensed by the Registrar of Companies or is a member of a professional body prescribed by the Minister of Domestic Trade, Cooperatives and Consumerism as published in the gazette i.e Malaysian Institute of Chartered Secretaries and Administrators (MAICSA), Malaysian Institute of Accountants (MIA), Malaysian Institute of Certified Public Accountants (MICPA), the Bar Council of Malaysia, Sabah Law Association, Advocates Association of Sarawak and the Malaysian Association of Company Secretaries (MACS).

The roles and duties of the company secretary have evolved over the years and only qualified persons should practise as company secretaries, given that their role today goes beyond merely performing the administrative duties for a company.

The Company Secretaries are constantly relied upon by the members of the board for guidance and advice on matters that may relate to the company or to their position as members of the Board. Company secretaries will guide the board members on compliance with the provision of the CA 1965, and other regulations.

They are often given the task of dealing with a company's responsibilities regarding reporting obligations to the regulatory authorities particularly in terms of communicating, preparing and submitting statutory forms and returns to Companies Commission of Malaysia.

The role of company secretary in handling company meetings, which include but not limited to, are as follows:

  • The company secretary is to advise the board of directors to convene its annual general meeting at least once every calendar year regardless of whether the company is dormant or active.
  • Attending to any of board members and play an advisory role to the chairman and the board of directors in secretarial matter as when required;
  • Attendance in board meeting / general meeting; and
  • A company secretary should prepare resolution by way circular resolutions as when required by board members.

Company secretaries must continuously undergo courses and training under the Continuing Professional Education (CPE) requirement to enhance their standard of professionalism.