COMPANY SECRETARY

1) Explain the content of declaration form which a person must sign prior to
his/her appointment as secretary as required in Section 236(3), Companies Act
2016.

As required in Section 236(3), companies Act 2016 is no person shall be appointed as

a secretary unless:

(a) he has consented in writing to be appointed as a secretary;

(b) he is qualified under subsection 235(2); and
(c) he is not disqualified under section 238

Besides, that person should fill all the information in the form such as the
name of the company, license no, date declaration and most important is to fill the
particulars of secretary.

2) Explain the requirements, qualifications and disqualifications of a company

secretary according to the provisions of the Companies Act, 2016.

Requirement for company secretary section 235, companies Act 2016

(1) A company shall have at least one company secretary who shall-

(a) A true person;

(b) Up to eighteen years of age; and

(c) a citizen or permanent resident of Malaysia,

which shall ordinarily settle in Malaysia by having a prime place of residence in

Malaysia.

The secretary of a company must be a natural person of full age who has his
principal or only place of residence in Malaysia. He must be a member of a prescribed
body or is licensed by the Registrar of Companies. The company must also appoint an
approved company auditor conduct and prepare the account, audit and tax as well

The Companies Act of Malaysia sets the qualifications for a company secretary as:

 A member of a professional body or any other body prescribed by the

Malaysia Ministry of Trade. Company secretaries can be drawn from these
bodies:

1. A Chartered Accountant registered under Malaysian Institute of Accountants

(MIA)
 2. A Chartered Secretary registered Malaysian Institute of Chartered Secretaries
and Administrators (MAICSA)
3. A Licensed Secretary licensed by Company Commission of Malaysia to be
company secretary)
4. A Lawyer registered with Malaysian Bar, or relevant authorities.

Disqualification section 238, companies Act 2016

A person shall be disqualified from acting as a company secretary if: –

It is an undisclosed banker

He is convicted either within Malaysia or outside Malaysia for any offense

referred to in section 198

He ceased to be the holder of a certificate of practice issued by the Registrar of

Companies under section 241.

If a person continues to act as a company secretary of a company after he is

disqualified from being in this section without the consent of the Court, the secretary
and every director knowingly authorizing that person to act in that capacity commits
an offense.

… 3) Describe THREE (3) criteria to be considered when appointing a company

secretary.

(1) The Board shall appoint a secretary and determine the terms and conditions of
such appointment.
(2) Notwithstanding subsection (1), the appointment of the first secretary shall be
made within thirty days from the date of incorporation of a company.
(3) No person shall be appointed as a secretary unless-
(a) He has consented in writing to be appointed as a secretary
(b) He is qualified under subsection 235(2)

…. 4) List the procedures and requirements to apply license as a company secretary

from CCM.

1. Procedure for Application for a Company Secretary License

Documents and fees

The following documents and fees need to be submitted to the office of the
Companies Commission of Malaysia (SSM):

 Form48B – Application for a Company Secretary License;

 Copy of identity card;
  Copy of academic certificates;
 Documents that can verify the relevant experience;
 Reference letter; - A recent passport-sized photo; and Application fees of RM 50.00.

2. The requirements on experience and qualification are as follows:

 Minimum qualification - Sijil Pelajaran Malaysia or equivalent (Credit in Bahasa

Malaysia or English)
 Experience - The applicant has to have relevant work experience in company law or
company secretarial practice.
 Duration of work experience - Sijil Pelajaran Malaysia/Sijil Tinggi Pelajaran
Malaysia, 5 years of work experience; Holders of a Certificate, Diploma or Degree (in
the fields of law, company secretarial practice, management, business administration
or accounting) need 3 years, 2 years and 1 year of work experience respectively

…. 5) State any FOUR (4) core duties of a company secretary

(i) Statutory Duties

 Signing the annual return, which is also required to be signed by a director;

 Certifying the financial statements attached to the annual return, which are also
required to be certified by a director;
 Ensuring that the requirements of the Companies Acts are complied with (section 100
of the Company Law Enforcement Act 2001);.

(ii) Duty of Disclosure

The Secretary is obliged to disclose certain information for inclusion in the register of
directors' and secretary and the register of directors' and secretaries' interests.

(iii) Duty to exercise due care, skill and diligence

A Secretary is under a duty to exercise due care, skill and diligence in the
performance of his duties. He can be held liable for any loss arising as a result of his
negligence. The Secretary however need not exhibit in the performance of his duties a
greater degree of skill than might reasonably be expected from a person with his level
of knowledge and experience.

(iv) Administrative Duties

 Maintaining the statutory registers of the company (register of directors and secretary,
register of members, register of directors' and secretaries' interests and register of
debenture holders) and making them available for inspection to those entitled;
… 6) Can a person act as company secretary and director in the same company?
Explain

Yes, the Director can be appointed as a Company Secretary although the Company
Secretary is no longer a mandatory appointment. However, in the case of a PLC
the company needs to have two Directors and a Company Secretary.

… 7) Describe the procedure to change company secretary.

1. Find a qualified company secretary and inform new secretary that she/her will
appoint as new company secretary.
2. A letter termination will then be forwarded to the existing company secretary
to inform to change company secretary.
3. Furnish the details of new company secretary
4. Documents that need to prepare is form 49, form 44 and board resolution for
change of secretary and registered office
5. Lastly, new secretary will request to take all statutory document from the
resigning company secretary at date & time to be determined,

…. 8) Compare resignation and removal of company secretary.

Removal of company
Resignation of company Difference secretary
secretary
Section 237 Companies Section 239 Companies
Act 2016 Provision / ACT Act 2016
Secretary vacate the Remove by board
position with his or her Explanation accordance with the terms
own will by giving notice of appointments or the
to the board. constitutions

…. 9) Explain about liability of company secretary after resignation from the position.

After a company secretary resign from the position, he or she is still liable for any act
or omission done before he or she vacated that office. This is stated in Companies
Act, 2016 Section 237 (4).

10) Briefly explain the best course of actions the secretary can take to avoid any liability
when none of the directors of a company can be communicated

The best course of actions the secretary can take to avoid any liability when none of
the directors of a company can be communicated is by notifying the registrar.