Here are some of the important duties and responsibilities of a company secretary:
To incorporate a company in Malaysia, the applicant has two options:
If the proposed company’s name is approved by Suruhanjaya Syarikat Malaysia (SSM):
Once submitted, the application is processed within one (1) working day. If the application complies with all requirements, SSM will issue the approval and the applicant will receive the Notice of Registration via email.
The Certificate of Incorporation is provided upon request with a prescribed fee.
The requirement for foreign director/member:
Companies are encouraged to adopt a Constitution for the following reasons:-
A company shall from the date of its incorporation, have a registered office in Malaysia to which all communications and notices may be addressed, and which shall be open and accessible to the public during ordinary business hours pursuant to Section 46 of the Companies Act 2016.
The business address is a place for conducting business activities at any place in Malaysia, be it at your home, shop or factory. The business address is not compulsory during company registration and may be added in later.
A director of a company shall at all times exercise his powers in accordance with the Companies Act 2016, for a proper purpose and in good faith in the best interest of the company.
A director of a company shall exercise reasonable care, skill and diligence with
A company secretary plays a significant and essential administrative role in a company. He or she is responsible for providing advice to the Board and ensuring the company is compliant with the law at all times. A company secretary is also an authorised officer of the company. A company secretary’s responsibilities include:
After incorporation, a company needs to prepare its audited/unaudited financial statements within 18 months from the date of its incorporation and submit it to the SSM within 6 months after the company’s financial year end, failing which, the company and each of its directors shall be penalised by SSM.
The company is also required to submit its annual return every year on the anniversary of its incorporation. For instance, if the company is incorporated on 31 December 2020, it is required to submit its first annual return on 31 December 2021, followed by a submission every year on 31 December. Failure to submit the annual return may cause the directors to be penalised by SSM. SSM has the power to strike off a company if it fails to submit its annual return for a consecutive three (3) years.