The Company Secretary
In Malaysia, all companies must appoint at least one person as the company’s secretary, according to the Companies Act 2016. Most of the business owners in Johor Bahru would engage a corporate secretarial firm in Johor Bahru to meet this requirement. In the following article, let us have a look at the requirement for a person to become the secretary of a company, and how can a company appoint an individual as its secretary.
The secretary should be a natural person, and he must be 18 years old and above. He should be a citizen a permanent resident of Malaysia. He needs to reside in Malaysia ordinarily, and he should have a principal place of residence in the country.
Also, under subsection 235(2) in the Companies Act, the secretary should be a member of a body as stated in the Fourth Schedule issued by SSM, or an individual who has obtained a license under the Companies Commission of Malaysia Act 2001. For the first case, the Minister can stipulate any professional body or other body by notifying them in the Gazette, and the Minister can prescribe any terms and conditions which are suitable in his opinion.
To appoint a company secretary, the Board should determine the related terms and conditions for the appointment. A company should appoint its first secretary (Also see What are the Responsibilities of Company Secretaries?) in 30 days from the date of its incorporation. For an individual to become a secretary of a company, he must have obtained permission in writing which states that he was appointed as the company’s secretary. He must be qualified according to the requirements mentioned above, and he does not lose his qualification.
Before an individual who is qualified and wants to become a secretary (Also see What are the Duties of a Corporate Secretary in a Company?) to hold this position, he needs to be registered under section 241 of the Companies Act 2016. The Registrar should keep a register of secretaries, and it should include the secretary’s name, residential address, business address, details of qualifications related to the appointment as stated in subsection 235(2), as well as other particulars that the Registrar needs.
Before the Registrar register the individual, it may request him to provide evidence related to the qualification referred to in subsection 235(2), and it may stipulate other terms and conditions that it thinks is suitable. If the person has met these requirements, the Registrar should key in the particulars into the register of secretaries as well as issue a practising certificate.
Upon the commencement of the Companies Act 2016, or after it has taken effect, if an individual is a secretary (Also see Duties of a Corporate Secretary under Malaysian laws) who is not registered, he may continue to be the company’s secretary for not longer than 12 months or a more extended period that the Registrar allows. After the period has expired, failure in following the requirement of registering should be judged as the person has not been registered. A person who fails to register with the Registrar before he acts as a secretary commits an offence.