What are the powers of a company secretary in Malaysia?

In a private company, a secretary holds a very senior position as an officer of that company. Also known as a corporate secretary, a person in this position is in charge of all administrative tasks of the company. Often, they are also the mediating party between the company and other businesses or people. Moreover, a company secretary in Malaysia is given an extra layer of power. In addition to administrative and communicative duties, they also have to ensure their company complies with all the regulations set by the SSM.

At this point, as a foreign national, you may not be familiar with the SSM. The SSM, or the Companies Commission of Malaysia is the body that regulates all company formations. In addition to this, the SSM also regulates the activities of all current companies in Malaysia.

The SSM has set one of the foremost rules for private company formation in Malaysia is that they must appoint a company secretary. The minimum is one secretary but the company is allowed to have any more at their discretion.

The company secretary in Malaysia is a coveted position. Moreover, only SSM licensed secretaries can act as company secretaries. To get a license from the SSM, the individual must qualify with the following:

• Above 18 years old
• Has a qualification from either MIA or MAISCA as a Chartered Accountant or Chartered Secretary, respectively. Or, is a lawyer with a registration at the Malaysian Bar
• Has no criminal record
• Holds a residency in Malaysia
• Is not bankrupt as declared by the bank

Once an individual is a licensed company secretary, they will have the following powers. These powers are granted to them by the SSM.

• The power to sign contracts with regards to company administration.
• The secretary has the power to instruct the board to be in compliance with SSM set regulations.
• The secretary has the power to set the date for the company’s annual general meeting at their discretion.

In addition to these, they will also have the following roles and responsibilities:

Administration

• They are to organize all meetings involving the board. Especially the annual general meeting.
• They are to give advice at these meetings for company related decisions
• They are to record minutes of each meeting
• They are to protect the company’s interests
• They are to file and maintain all records

Legislative

• They are to hold the company seal
• They are in charge of the submission of statutory returns to the SSM
• If the company has made rectifications to the constitution, they are to inform the SSM
• They are to ensure that the company follows all of the SSM’s regulations

Communication

• They are to be a mediator between the stakeholders and the board
• Relay company updates to stakeholders
• They are to be the mediators between the SSM and the company

The legal position of a company secretary in Malaysia

Now that we have discussed the powers of the company secretary in Malaysia, we can move to their legal position. As outlined in the Companies Act 1965, it can be deduced that the company secretary has these three legal positions:

The officer- The company secretary is an officer of the company. This is because they hold a very senior position, parallel to that of a director. As such, they are to ensure all administrative tasks are completed effectively.

The servant- the company secretary is a serving position to two parties. They are the board as well as the SSM. As such, the company secretary is to honour the wishes of the board by undertaking all tasks given by them. Moreover, they are a legal servant of the SSM. As such, they must ensure the company abides by all laws set by SSM. If the company is not compliant, they are to report this to the SSM.

The agent- The company secretary is an agent of communication. This means that they represent the company as the primary contact. As such, they communicate with all external persons and parties on the company’s behalf. These external parties include the SSM, stakeholders, shareholders, other companies etc.

The administrator- They are the leader of all office work involved. Moreover, they are in the position to sign into any contract on behalf of the company. This is taking into account the contract involves administration. The company secretary is also to call and organize all board meetings for the company.

The advisor- During the meetings, the company secretary is to act as an advisor. This means they are to advise the board on company decisions. As such, they are to have knowledge regarding business and company practice. They are also to be up to date with the current economy surrounding the company. This is in order for them to give useful advice.

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