Understanding Company Secretary Duties in Malaysia

Every Sdn Bhd in Malaysia must appoint a company secretary. This is not optional—it's a legal requirement under the Companies Act 2016. But what exactly does a company secretary do?

What is a Company Secretary?

A company secretary is a licensed professional responsible for ensuring your company complies with all statutory requirements under Malaysian company law. They act as a bridge between your company and the regulatory authorities.

Legal Requirement

Under Section 235 of the Companies Act 2016, every company must have at least one company secretary who is:

• A resident of Malaysia
• Licensed by the Companies Commission of Malaysia (SSM)
• Not disqualified from acting as a company secretary

Key Responsibilities

1. Statutory Compliance

The company secretary ensures your company meets all statutory obligations, including:

• Filing annual returns
• Maintaining statutory registers
• Ensuring compliance with the Companies Act 2016

2. Board Meetings and Resolutions

• Preparing meeting agendas
• Recording minutes of board meetings
• Maintaining records of resolutions
• Ensuring proper documentation of corporate decisions

3. Share Management

• Processing share transfers
• Maintaining register of members
• Handling share allotments
• Issuing share certificates

4. Corporate Changes

• Filing changes in directors or shareholders
• Updating company information with SSM
• Handling company name changes
• Processing increases in share capital

5. Annual Compliance

• Preparing and filing annual returns
• Ensuring AGM is held (if required)
• Coordinating with auditors
• Maintaining corporate records

Why You Need a Professional Company Secretary

While it might seem like an additional cost, a professional company secretary provides:

• Expertise: Knowledge of constantly changing regulations
• Time savings: They handle all compliance matters
• Risk mitigation: Prevents costly penalties and legal issues
• Peace of mind: Ensures nothing falls through the cracks

Choosing the Right Company Secretary

When selecting a company secretary, consider:

• License status: Must be licensed by SSM
• Experience: Look for experience with your industry
• Technology: Modern platforms for easy document access
• Support: Responsive and helpful team
• Pricing: Transparent and reasonable fees

Common Mistakes to Avoid

1. Missing deadlines: Late filing can result in penalties
2. Incomplete records: Poor record-keeping can cause issues during audits
3. Ignoring changes: Not updating SSM when company details change
4. DIY approach: Trying to handle everything yourself without expertise

Conclusion

A company secretary is not just a legal requirement—they're a valuable partner in ensuring your business stays compliant and runs smoothly. At Foundingbird, we provide professional company secretarial services that keep your company compliant while you focus on growing your business.

Learn more about our company secretarial services or contact us to discuss your needs.