Every company in Kuala Lumpur (KL) or throughout the country is required by statute to have at least one company secretary in Malaysia. The company secretary must be of full age (18 years old) with his principal or only place of residence in Malaysia.
The secretary is to be appointed by the board of directors and either himself or his agent or clerk is required to be present at the registered office of the company on the days and at the hours which the registered office is to be accessible to the public.
In most cases it is not practical for most small medium enterprises to engage full time secretaries. Instead, the service of an external secretary of a professional secretarial firm is engaged.
What are the general duties and responsibilities of company secretaries?
The duties and responsibilities of company secretaries depend mainly on the expectations of the board of directors. In most cases, the company secretary is responsible to ensure compliance with the disclosure and information requirements of the Companies Act.
These are some of the main duties of a company secretary:
1. Organise meetings
2. Send out notices for meetings
3. Take down minutes of board and general meetings
4. File statutory returns (in the prescribed forms) required by the Companies Act 1965 with the Companies Commision of Malaysia
5. Keep and maintain the various registers at the registered office of the company.
What are the qualifications of company secretaries?
The company secretary must be a member of a professional body or licensed by the Companies Commission of Malaysia pursuant to section 139 of the Companies Act.
The Minister has approved the following professional bodies as the prescribed professional bodies:
1. The Malaysian Association of The Institute of Chartered Secretaries and Administrators (MAICSA)
2. Malaysian Association of Company Secretaries
3. The Malaysian Bar
4. The Malaysian Institute of Accountants (MIA)
5. Malaysian Association of Certified Public Accountants (MACPA)
6. The Sabah Law Association
7. The Advocates' Association of Sarawak
What are the fees payable for the services of an external professional company secretary?
|1.||Incorporation||- Minimum 2 Directors and 2 Subscribers, Standard M & A
- Authorised Capital RM100,000
|RM2,800-3,000 - Professional Fee for Sdn Bhd
RM4,500 - Professional Fee for Bhd
Charges on any additional work requiring modification and variation of the M & A will be discretionary.
|2.||Monthly Fee||.||Professional Fee As Named Secretary Retainer
|.||.||Non-listed public company||RM250||RM750|
|.||.||Public listed public company||RM300||RM2000|
Board of directors' meetings, general meetings and meeting with government authorities/agencies
|Subject to negotiation.
Minimum RM200 per hour or part thereof.
|4.||Preparation of Resolution||.||RM100|
|5.||Annual Return||Preparation and Filing of Annual Return||- RM250 per Annual Return for Sdn Bhd or Bhd (non-listed)
- RM500 per Annual Return for Bhd (listed)
|6.||Certification of Forms/
|.||RM2 per signature|
|7.||Name Search||.||RM100 per name|
|8.||Registered Office Charges||Usage of premise as registered office||RM15 per month|
|9.||Company Search||Conduct of company searches at ROC||RM100 per company|
M & A
|Preparation for amendments and lodgement||RM500|
|11.||Letter of certification by company secretary on company's information||.||RM150 per letter|
|12.||Application Letter to Ministry||Preparation of application letters for submission to Ministry.||RM750 per application|
Some norminal charges for workdone or fillings with SSM, if applicable (eg.subsequent charges of directors, shareholders, share capital etc.)