Company Secretaries in Malaysia: Everything You Need to Know
Malaysia is a country rich in resources, both natural and technological. As such, foreign investors are flocking to Malaysia at an unprecedented rate. The government of Malaysia has been very receptive to foreign investment thus far. As a result, foreign company incorporation is easier than ever in the country. The most common business structure to take is the private limited company. Known as “Sendirian Berhad” in Bahasa Malaysia, this structure is abbreviated to “Sdn Bhd”.
However, as a foreign investor, one may not be familiar with Malaysian law. So, what are some common business formation laws in Malaysia that one should be aware of?
- The SSM (Companies Commission of Malaysia) is the regulatory body for all business formations.
- One needs to appoint an SSM approved Company Secretary. This is so they can officially register as a company.
- You will also need to appoint at least one director and shareholder for your company.
- The directorial position and the secretarial position cannot be occupied by the same person.
In most countries the company secretary position is akin to the position of a regular employee. However, in Malaysia, this position has much more high regard. A company secretary in Malaysia has the following responsibilities:
They are an officer of the company
This is a senior position indicating they are the administrative heads. Their duties under this are as follows:
- Filing the company’s annual returns to the SSM
- Organizing all board meetings, including the annual general meeting
- Record minutes of all meetings
- Hold the company seal
They are an advisor to the board
The company secretary is an officer the board may look to for advice on company decisions. As such, they should have knowledge of the following:
- The Memorandum and Articles of Association
- The regulations detailed by the Companies Act 2016
- The current market trends and economic climate
They are the liaising individual between the company, the SSM and any other external party
The company secretary is the liaising individual between the company and all external parties. These include the SSM. This means that they will have to relay information and relegate decisions made to each other. They have the following duties:
- Inform the SSM of any company changes made involving the constitution
- Ensure the company obeys all regulations set by the SSM
- Ensure the company meets all SSM deadlines
- Submit all necessary documents to the SSM
- Relay company decisions to the SSM (if needed)
- Relay company decisions and news to the relevant shareholders
- Be the first point of contact for external parties who wish to contact the company
But how does one go about being a company secretary in Malaysia?
First, they will need a license from SSM of Malaysia. To receive this license, an individual must meet the following criteria:
- They are to be above legal age (18+) and a natural person
- They have to be a resident of Malaysia. Either by PR or citizenship.
- They have a qualification* that is acceptable by the SSM
- They have to have a clean criminal record
- They need a statement from their bank declaring that they are not bankrupt
The qualifications considered by the SSM are the following:
- Chartered Accountant registered with the Malaysian Institute of Accountants
- Chartered Secretary registered with the Malaysian Institute of Chartered Secretaries and Administrators
- Lawyer with membership in the Malaysian Bar
This is the basic information regarding company secretaries in Malaysia. We may now move to the next part of the article. That is, the hiring process for a company secretary. The following are soft skills important for this position:
Strong leadership qualities
As an officer of the company, they will need to be able to display leadership qualities. This is because they will often have to take charge of and head certain projects. Moreover, they may have to lead a group of employees.
Knowledge, both technical and practical
A potential candidate needs to have knowledge of technical aspects of businesses. For example, business law. This is because they are an advisor to the board. In addition, they need to have an awareness of the current economic climate. This includes market trends and consumer patterns. Potential candidates should also be able to make objective judgements. This means other factors cannot cloud their advice.
Communicative and charismatic
They are the liaising individual between the company and other parties. Thus, they will need to have strong communicative skills. This will need them to be charismatic as well. As their communication will reflect on the company’s reputation.
Has multitasking and time management skills
As the company secretary has several duties, time management and multitasking are key skills. This is to ensure the company’s smooth running in the future. Moreover, as the SSM has strict deadlines to be met, time management is of utmost importance.