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In Malaysia, a private limited company (known as “Sdn. Bhd.”) is the most frequent type of corporate entity. All Sdn Bhd companies must register with the Malaysian Companies Commission (Suruhanjaya Syarikat Malaysia).
A company’s secretary must be an adult natural person whose principal or exclusive place of residence is in Malaysia. He must be a member of a specified organization or hold a license from the Registrar of Companies. Additionally, the company must engage an authorized corporate auditor to conduct and compile the account, audit, and tax returns.
The usage of the Secretary in the name of specialization may mislead those who are unfamiliar with the idea. A Company Secretary is a professional whose position in a business organization is that of a legal advisor. He or she is a vital member of the Company’s Management, responsible for handling all paperwork, statutory documents, and procedural matters related to the company’s operation. Corporate law recognizes the Company Secretary as an official of the organization. As a result of his or her training, he or she is able to perform duties in several areas, including Finance, Accounts, Legal administration, and Personnel Division.
A company secretary’s responsibilities in large and medium-sized businesses include incorporation of the company, processing applications for the director’s appointments, handling public issues including the listing of shares and debentures, conducting both board and general meetings, and maintaining records, registers, and minutes of the meetings. Suffice it to state that a Company Secretary is responsible for all legal and procedural matters according to the Companies Act and any other applicable legislation.
Today’s corporate secretary is a company officer endowed with increased responsibility and authority; these tasks necessitate constant adherence to ethical standards.
Every Malaysian corporation must select a Company Secretary within 30 days of incorporation. The Companies Commission of Malaysia would impose a penalty for failure to comply. KGM ADVISORY SDN BHD is qualified for appointment as company secretary in accordance with the Companies Act of 2016.
How to change a company secretary for SDN BHD company in Malaysia:
A company secretary is assigned to manage the firm’s compliance affairs, which significantly reduces the directors’ workload. Section 235 of the Companies Act stipulates that every business must appoint at least one company secretary to manage its SSM compliances on time.
Typically, company directors are occupied with managing the firm’s business and attending to other vital matters and responsibilities. Therefore, they may not have the time, resources, or expertise to handle compliance-related concerns within a corporation. This is when the secretary’s function comes into play.
However, a company dissatisfied with the quantity and quality of its company secretarial services reserves the right to resign its company secretary and appoint a new one. This occurs when the Board, its shareholders, or its members have problems communicating with the company secretary. The company secretary is essential for providing papers to the register and certifying statutory documents in compliance with the terms of the Companies Act 2016, which superseded the Companies Act 1965.
The Board is permitted to select a new company secretary whenever it thinks it appropriate. Once your company is fully incorporated, you can appoint our Company Secretary or terminate the existing company secretary by appointing our company secretary. All you need to do is follow these straightforward instructions.
The Board of directors has the right to remove a company secretary from his company at any time. It should be emphasized that such termination must adhere to the requirements of the secretary’s appointment or the company’s constitution. The board requests the company secretary to submit his or her resignation, and the board will then appoint a new company secretary to replace the outgoing one. Additionally, the company should settle all outstanding invoices owed to the current secretary.
The position of a company secretary cannot remain unfilled for longer than 30 days at any given moment, which businesses must have in mind at all times. It is expected that within 30 days following termination or resignation, a replacement secretary will be appointed.
In most cases, a new secretary will be hired at the same time that the previous secretary is let go. That’s why it’s crucial for the board of directors to keep in mind that no longer than 30 days can pass with the company operating without a company secretary. Should the company fail to comply, a penalty of up to RM50,000 may be levied against it.
Before replacing a company secretary, the board of directors must select a qualified and suitable applicant, advise him or her that the board would like to appoint him or her as the new company secretary and receive written confirmation of the new secretary’s acceptance of the position.
The next step is to have the newly appointed secretary complete the necessary paperwork for the company’s appointment of a new secretary and the change of registered address (if the secretary’s address is used as the registered address). The new secretary will gather all statutory and corporate documents from the previous secretary’s office and then submit the details of the new secretary to the Registrar of Companies.
At PREMIER THREE CONSULTING, we offer company secretarial services to established or new companies. After the SSM has approved the reassignment of the company secretary, the new company secretary will confirm the transfer through email. You will then sign a board resolution for the change of registered address to move your registered office from the prior company secretary’s address to the present address. A registered office is the office of the company secretary where all official notices are sent. Additionally, your prior company secretary will transfer all company documents to your new company secretary.
