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1. Martina Christine anak Lazurus (70315)
2. Nur Arina Amirah binti Norazli (70880)
3. Nur Azalia binti Imran (70901)
4. Sheha Mit anak Andrew (71548)
5. Melati binti Drahim (70352)

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A company secretary is a company employee who is appointed by the board of directors of the firm. The company secretary must be a Malaysian or a person of legal age with a distinct place of abode. She/He must be a member of a governing body or possess a Registrar of Companies license (Companies Commission Malaysia). A corporate secretary's work entails more than merely presenting documents and completing standard secretarial tasks.

The use of the term "secretary" in this discipline call can be a bit misleading to those unfamiliar with the concept. A company secretary is an expert in the position of legal counsel in establishing a company. She/he is a key member of senior management dealing with all procedures, legal documents, and procedural issues related to organizational changes. The company secretary was diagnosed as one of the company's officers by company rules. The information she/he obtains at any point in training makes her flexible and sufficient to perform skills in many areas such as finance, accounting, legal management, and talent. In large and medium-sized corporate organizations, the position of corporate secretary is to set up a company, appoint managers, pay compensation, handle inter-company investments, and loan requests, and handle public issues such as stock and bond listings. Consists of the positions of. Keeping the minutes of the board and people's meetings, records, registrations, and meetings.

In short, it may be sufficient to say that each is a matter of law and procedure under the Companies Act, and the various related laws are all under the obligation of the company secretary. Today's company secretaries are company leaders who are encouraged by heavier obligations and additional authority, and in every respect require the moral behavior of the company secretary.

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Each company is required to have one or more company secretaries, who must be adults. As of 10 October 2016, NO ONE will be permitted to serve as a company secretary. According to Section 235 of the Companies Act 2016, a company must have at least one secretary who is a natural person, at least 18 years old, a Malaysian citizen or permanent resident, and has a principal place of abode in Malaysia. A secretary must be a member of an organization mentioned in the fourth schedule or a person licensed by the Commission pursuant to Section 20g of the Companies Commission of Malaysia Act 2001. For Paragraph (2)(a), the Minister can put any professional group or other groups on the list by putting a notice in the Gazette and setting any rules he thinks are right. If the company or a director breaks this section, they are both breaking the law. The Company Secretary is the only person who can sign up the company for things. A company that is registered under the Companies Act, 1965, is said to be a "registered company." Suruhanjaya Syarikat Malaysia administers the incorporation. The Ministry of Domestic Trade and Consumer Affairs is in charge of both roles.

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The Requirement to Register with Registrar

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The Requirement to Register with Registrar

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Section 241 of the Companies Act 2016 went into effect on March 15, 2019, requiring any person qualified to work as a secretary to register with SSM and get a Practicing Certificate before acting as a company secretary. This provision must be followed without exception to fulfill the fundamental goal of Section 241 enforcement, which is to build a complete record of company secretaries in Malaysia. SSM can use this registry to perform more effective and efficient monitoring and enforcement activities to determine the level of skills and professionalism among people who operate as company secretaries. Competent company secretaries would improve compliance and good governance among Malaysian enterprises and the corporate community.

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The Articles of Association suggest the first company secretary of a company at the time of incorporation. The board will make further secretary appointments, requiring a written board decision. Within 30 days of obtaining the Certificate of Incorporation, the company secretary sends the incorporation paperwork to the SSM, including his name as the company secretary on Form 49. Within one month after receiving the form, the Registrar of Companies will enter the name in the Companies Register. Small and mid-sized enterprises (SMEs) may lack the means to maintain a legal department led by a company secretary. Thus, the firm might hire corporate secretarial services to carry out the tasks of a company secretary.

According to the Companies Act of 2016, every business must have at least one secretary. However, a firm may appoint more than one secretary. The board must designate a secretary and set the terms of that position. Sections 58 and 236(2) of the Companies Act require that the form be submitted to the Registrar of Companies within 14 days. Company Secretary's information must be recorded in the register book. Engaging the right person to assist with the incorporation is the simplest platform for companies to select the company secretary. As a result, the appointment of the first Company Secretary will not be delayed. According to the Companies Act of 2016, every firm must designate one company secretary.

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According to Section 237 of the Companies Act 2016, a notice can be submitted to the board by a company secretary who wishes to resign. After the notice is filed, the secretary shall send his or her duties within thirty days or according to the time provided in the constitution or conditions of appointment. The company must notify the Registrar within fourteen days after a person is terminated from being the company secretary.

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In accordance with the terms of appointment or the constitution, the board may eliminate a secretary through its office according to Section 239 of the Companies Act.

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Disqualification to Act as a Company Secretary

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Disqualification to Act as a Company Secretary

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"A secretary may be disqualified from their post if they have an undischarged bankruptcy, have been convicted of any offense, whether in Malaysia or overseas, or have been removed from being a holder of a practicing certificate granted," according to Section 238 of the Companies Act 2016.

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The company secretary's function is to ensure that the terms of Company Laws and Regulations, as well as other company statutes and by-laws, are followed. It is also to ensure that the company's business is performed in accordance with the objectives set forth in its memorandum of association and that the company's operations are managed in accordance with the objectives set forth in the policy estimates and requirements of Company Law. It also prepares the agenda and other documentation for all board meetings in cooperation with the Chairman.

Aside from that, Company Secretary is capable of contacting the Board of Directors, scheduling and holding meetings, and maintaining a proper record of occurrences. Serve big gatherings to ensure that legal obligations are satisfied and to provide any necessary information. In conjunction with the chairperson, prepare the agenda and necessary materials for the general meetings. With the chairman's consent, plan annual and extraordinary general meetings of the company, and attend such meetings to ensure that the firm's legal obligations are satisfied, and adequate records are preserved.

It is, nevertheless, responsible for all things connected to the allotment of shares and the issuing of share certificates, as well as the maintenance of the statutory Share Register and the obligatory share transfer operations. To create, approve, sign, and sell agreements, leases, legal forms, and other official paperwork on behalf of the firm as permitted by the board of directors or the executive responsible. In consultation with the company's attorneys, give legal advice to the chief executive or other executives as needed. To hire legal counsel and defend the company's legal rights in court, as well as to be in charge of the seal.

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Roles and Responsibilities of a Company Secretary 

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Roles and Responsibilities of a Company Secretary 

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The Company Secretary's duties and responsibilities in Malaysia are mentioned withinside the Association of Secretaries, which is managed and controlled by the Companies Commission of Malaysia. A Company Secretary is in charge of the company's efficient administration, which includes ensuring compliance with statutory and regulatory requirements and carrying out board of directors' decisions.

This is neither a clerical nor a secretarial position, despite the nomenclature. The company secretary ensures that an organization follows all applicable rules and regulations and educates board members on their legal responsibilities. They're also in charge of registering and interacting with shareholders, as well as ensuring that dividends are paid and keeping corporate records, including director and shareholder lists and annual reports.

At a glance, Company Secretary's responsibilities include being an official of the corporation and a member of the Board of Directors. She/he is confidential with the Memorandum and Articles of Association of the firm. They were well-versed in the needs of a number of legislative and regulatory bodies. She/he is in charge of making sure that correct processes are followed, as well as companies Memorandum and Articles of Association (M&A) and the Companies Act.

Second, legal compliance and advice. Company Secretary is accountable to make sure that the company complies with the Companies Act. She/he will serve as the company's official contact for communicating, preparing, and submitting the statutory declaration to Suruhanjaya Syarikat Malaysia (SSM). She/he must make sure that changes to the legal details of the company are submitted to the company's registrar in a timely manner with the required details document properly completed. The company secretary must inform the board of directors about the date of the company's annual shareholders' meeting.

The third is the Arrangement of the Board Meetings. Company Secretary should attend all board meetings and provide general advice on company secretarial matters when necessary. Company Secretary serves as a liaison between the company and its shareholders. To put it another way, she/he will give notices and circular resolutions and communicate with shareholders about shareholder meetings as well as the Annual General Meeting (AGM) or Extraordinary General Meeting (EGM).

Last, but not least, is the primary point of contact. When it comes to Corporate Governance problems, Company Secretary is the principal point of contact for institutional and other shareholders. Among other things, Company Secretary is a main member of the company in the implementation of corporate acquisitions, dispositions, and mergers, safeguarding the company's interests by ensuring the effectiveness of all documentation, ensuring due diligence disclosures, enabling proper commercial evaluation prior to transaction completion, and ensuring timely execution of documentation, among other things. Finally, it is a legal obligation that every corporation select at least one Company Secretary. Please do not hesitate to contact us if you require any assistance with the appointment of a Company Secretary.

In a nutshell, the role of a company secretary is critical. Because no organization can expect to run successfully without a company secretary, the law has made it mandatory for businesses to appoint one as soon as they are established. The board of directors has the authority to hire and fire the company secretary. In short, it's a critical position that has to be filled as quickly as possible so that a qualified corporate secretary can contribute to the firm's success.

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Company Secretary must follow the outlined in this guideline, in duties and responsibilities outlined in the CA 2016 or other written laws that apply to secretaries. Duties pertaining to the registered office and its records. On days and hours when the company's registered office is open to the public, a secretary must be present, either in person, through an employee, or through an agency. Then, any registers, records, and books that must be kept at the registered office must be preserved and kept up to date, and statutory documents must be delivered within a particular time limit if requested by anyone who has the right to see such papers and records at the registered office.

There is likewise a responsibility to act truly and prudently. A secretary should continually act truly and with affordable attempts whilst wearing out his or her obligations as a secretary. Managing, attending, and documenting the lawsuits of the board of administrator’s meetings; handling the methods related to the passing of board of administrators and employer resolutions; advising the board of administrators on statutory duties below the CA 2016 and different disclosure and governance necessities relevant to the employer, and advising the board of administrators on statutory necessities below the CA 2016.

Company Secretary needs to observe the necessities of the Anti-Money Laundering, Anti-Terrorism Financing, and Proceeds of Unlawful Activities Act 2001 [Act 613] whilst making ready or sporting out the subsequent acts, whether or not in individual or thru an organization or company. Act as a director or secretary of a company, a companion of a partnership, or a comparable function when it comes to different criminal entities; offer a registered office, enterprise cope with or accommodation, correspondence, or administrative cope with for a company, a partnership, or every other criminal entity or arrangement; act as or set up for any other individual to behave as a nominee shareholder for a company, a partnership, or every other criminal entity or arrangement; Paragraph 29 applies to everybody who gets a training certificates below CA 2016 phase 241 for the avoidance of doubt.

In addition, a secretary's duty as a member of an approved body is varied, and he or she may be a member of several approved organizations. Regardless, for the purpose of acquiring a practicing certificate, the secretary must identify one recognized body. The secretary must notify the Registrar within fourteen days if the membership of the specified authorized body changes. Under paragraph 235(2)(a) of the CA 2016, if a secretary is a member of more than one approved body as defined in the Fourth Schedule of the CA 2016, and one of those bodies has suspended or revoked his membership, he is no longer competent to act as secretary.

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The Legal Provision of The Companies Act 2016 

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The Legal Provision of The Companies Act 2016 

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All companies must appoint at least one secretary under the Malaysian Companies Act 2016. A secretary must be appointed within 30 days of being incorporated. Otherwise, the director's face will be locked. Under Article 235 of the Companies Act 2016, only those who meet the conditions are eligible to be appointed as company secretaries. The Malaysia Chartered Secretary and Administrators Institute (MAICSA), a subsidiary of the Chartered Governance Institute in the United Kingdom, is the only specialized agency in Malaysia that awards Chartered Secretary (FCIS / ACIS) qualifications. In addition to the requirements set out in Article 235 of the Companies Act 2016, the company secretary must hold an up-to-date certificate of practice issued by the Malaysian Company Commission.

Section 21 of the Companies Act 2016 requires that a company is able to continue or continue its business or activities. However, if the company has articles of incorporation that explain the purpose of the company, Section 35 (1) states that the company is not permitted to engage in any business or activity unrelated to those purposes. CA 2016 does not include provisions regarding the outcome of transactions that are not within the scope of the Corporate Objectives clause. Therefore, the outcome of the Ultra Via transaction is uncertain. Claims that a third party dealing with the company may conclude that the company has full authority to continue or carry out its business or activities under the requirements of the law, in particular Articles 21 and 39.

It has been. This is due to Section 39, which states that the theory of constructive notification applies only to documents related to tariff notification. You are not considered to have any knowledge or knowledge of the contents of the company's articles of incorporation, or any company-related documents (excluding fees) registered in the ROC or viewable at the company's registered office. As a result, the transaction is within the scope of the entity's capabilities, as the third party dealing with the entity depends on Articles 21 and 39 and the entity has the absolute authority to continue or execute the business or activity. It may be considered to be within.

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Cases name: Lai Ban Guan v Chan Phaik Boi & Ors [2012] 4 CLJ 255.

Fact: The corporate secretary was said to simply obey the board of directors' directions (BOD). They are not required to act on individual directions, but rather in accordance with business resolutions. In Lai Ban Guan's case, it was also decided that the Company Commission of Malaysia's (CCM) code of ethics for company secretaries had to be viewed in the context of the company secretary's administrative duty. Imposing such a duty on the company secretary is thus neither fair, just, or reasonable. As a result, I conclude that the defendant owed the plaintiffs no duty of care in negligence. As a result, the plaintiffs' negligence claim is dismissed.

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The position of the company secretary was a very undervalued and unrecognized position in the company. However, with the advent of corporate governance, the role of corporate secretary has evolved into the role of head of governance and is of paramount importance to the legal control of the company.

A detailed study of the company secretary's duty and responsibilities under the Companies Act 2016 and his position under the Companies Act reveals that the work of the company secretary is critical to the success of the business's operations and organization. One thing is certain. As he/she has advising authority, his/her execution of tasks is on par with that of the board of directors and senior management. Until the introduction of corporate governance, company secretaries were often seen as inconsequential. She/he is now a prominent administrator, but he or she is one of the company's highest authorities.

To conclude, the company secretary plays an important role in the functioning of the company. You have some legal and moral responsibility to the company. They have various roles and responsibilities such as compliance, expression, and editing. Suddenly, as the number of companies grows, the scope of this profession is expected to continue to expand in the near future, thus allowing one to build a successful career in this prestigious profession.

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Lavinia, K., & Amitaesh, T. (2021, January 7). Duty of Care Owed By a Company Secretary | Thomas Philip Advocates and Solicitors, Kuala Lumpur, Malaysia. Www.thomasphilip.com.my. https://www.thomasphilip.com.my/articles/duty-of-care-owed-by-a-company-secretary/

Suruhanjaya Syarikat Malaysia. (2016). Pages -       Companies Act 2016. Ssm.com.my. https://www.ssm.com.my/Pages/Legal_Framework/Companies-Act-2016.aspx

Suruhanjaya Syarikat Malaysia. (2019). GUIDELINES RELATING TO PRACTISING CERTIFICATE FOR. https://www.ssm.com.my/Pages/Legal_Framework/Document/GUIDELINE%20FOR%20REGISTRATION%20TO%20ACT%20AS%20SECRETARY%20UNDER%20S%20241%20AS2016_FINAL.pdf

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https://padlet.com/meljxsmine/dutiesofcompanysecretary