Company Secretaries In Malaysia

Foreign entrepreneurs are now choosing Malaysia as the next “It” country to invest in. This is because economically, Malaysia has become one of the fasted growing countries of South East Asia. Moreover, it has an ease of doing business rank of 12 (out of 180) as of 2018.

Furthermore, it is in a strategic location. Giving company owners easy access to the major economic hubs of South East Asia. Malaysia’s economic prowess is not the only reason foreign investors choose this country. Malaysia also has a high standard of living with modern cities and many public amenities.

As a result, the government of Malaysia has brushed up on its company laws in order to attract more investors. Thus, as of 2016, as per the Companies Act 2016, the following amenities are made for foreign investors:

• 100% foreign ownership is possible
• Foreign owners do not require a Malaysian residency
• Corporate tax is placed at placed at 25%

In turn, the foreign company director will have to abide by the following laws. This is to ensure that there will be a uniform means of regulation amongst business owners both local and foreign. These laws are as follows:

• The company needs a minimum of one director. This individual must be a resident of Malaysia
• The company needs a minimum of one shareholder.
• The company needs a minimum of one licensed company secretary

All the individuals for the positions outlined above have to be at least 18 years old.

As you can see, the position of the company secretary in Malaysia is a legal requirement. Moreover, the individual must also be officially licensed as a company secretary in order for the position to be considered valid. So why is this position so important in Malaysia? When one thinks of a company secretary, most often, administrative duties come to mind. But in Malaysia the company secretary also has legal responsibilities to the state.

So why is this position so important? Why should you hire a company secretary? The company secretary has four main responsibilities as outlined by the Companies Act 2016. They are:

• They are to act as an officer of the company
• They are to be an advisor to the company’s board
• They are to be the liaising individual between the SSM and the company
• They are to be the liaising individual between any external parties and the company

These are the four basic responsibilities, however, each one has a different set of tasks assigned under it. They are listed in detail below:

1. They are to act as an officer of the company

An officer of the company is an extremely high-ranking position on the company board. Not only do they have to head the company’s administrative tasks, they also have to take charge of the following:

• The company’s annual returns: They are in charge of filing them to the SSM. They are to also do it within the stipulated deadlines
• They are in charge of calling for and arranging all meetings with regard to the board
• They are to make arrangements with the SSM with regards to the company’s annual general meeting
• They are to organize the annual general meeting
• They are to record the minutes of each company meeting
• They must keep the company seal in their custody
• They must carefully maintain all company records

2. They are to be an advisor to the company’s board

When it comes to board meetings and company decisions, the secretary must give the board advise on proceeding. As such, they need to complete the following duties:

• They are to have sufficient knowledge of the company’s Memorandum and Articles of Association
• They will need to be familiar with all that is outlined in the Companies Act 2016
• When asked for advise on board meetings, they will need to keep the interests of the company first.
• They will need to have up to date knowledge of market trends and the economy
• They will need to have an awareness of who the company’s main consumer base are
• In turn, they will need to be aware of what the company sells to the public
• They are to be the liaising individual between the SSM and the company

3. They are to be the liaising individual between the SSM and the company

They are to relay information to and from the company and the SSM. As such, the following are expected from them:

• If any changes are made to the constitution of the company, they will have to relay this to the SSM
• They are to make sure the company keeps in line with all the SSM’s regulations
• If the company does not comply with the regulations, they are to inform the SSM
• All company records have to be submitted to the SSM by the deadlines stipulated

4. They are to be the liaising individual between any external parties and the company

They are to relay information to and from the company and other parties. These parties include the company’s shareholders and interested investors. As such, the following are expected from them:

• Relay the conclusions of meetings to the shareholders
• They are to be the person to contact when external parties wish to work with the company