What is a Company Secretary?
A company secretary is indulged in handling the legal matters which pertain to an organization. It can be rightly said that a company secretary acts as the officer of the company who otherwise also deals in human resource management, accounts and finance. A profession like being the company secretary in Malaysia has access to various opportunities in the market which are inclusive of maintenance of the records of the organization, deciding the reimbursement being offered to employees, the proceedings of the meetings, reviewing applications for managerial positions, handling the listing of shares and debentures, conducting board meeting or general meetings, and supervising inter-corporate investments and loans.
There is a broad range of responsibilities that are handled by a company secretary. Malaysia’s Constitution’s Section 139 of the Companies Act stipulates that each private limited company should have at least one company secretary who would act as the point of contact in any company located in Malaysia.
A majority of the public limited companies have a full-time secretarial department which is going to handle all the corporate matters. However, such is not likely to be the case with the small and medium companies located in the Malaysian region. Thus, they often subscribe to the services of an external secretary from a professional secretarial firm. These people will perform those activities which are exercised by a full-time. Malaysia has a body known as the Companies Commission of Malaysia (CCM) – which has specified that the secretary must be 18 years and above of age and his/her only place of residence should be Malaysia. The company secretary should either be a part of a professional body which has been approved by the CCM or must be licensed by the CCM.
There are two other decisive convictions of the CCM which help in the determination of whether a person will or will not be a company secretary and these are that the person should not be bankrupt or should not have been charged for an offence according to Section 130 (1) of the Companies Act.
What are the responsibilities of a Company Secretary?
Here are some of the key roles a company secretary must follow which include:
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Being Proficient and Compliant
The prospects of a company secretary immediately call for him/her to be as professional as possible while performing the duties as mentioned by the CCM. Their competency is of utmost importance because of the gravity of the work they handle.
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The Registration of a Company
Whenever a new company is to be registered in Malaysia, it immediately calls for the assistance of a company secretary. Malaysia’s registration process is complicated without the help of a company secretary. However, the CCM has mandated for the professional’s assistance, so no individual can dodge the company secretary either.
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Help the Company Abide by the Legislature
Since the company secretary has to deal with various legalities, they must ensure that the company they are associated with is adhering to the rules that govern the company. From the land to the operation of the company, all the laws must be overseen by the company secretary. Malaysia has stringent rules if this is not the case.
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Record Keeping
A company secretary is supposed to work closely with the higher management of the company. Thus, it is the former who has to keep the latter informed about any developments that have taken place in the company. While they do so, they must bring about control in the way the internal processes are managed. Thus, the records should be in a kempt position.
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Administering Meetings
The company secretary is mandated with the responsibility of conducting meetings on a regular basis. They are also supposed to conduct the Annual General Meeting – which is held to explain the company’s progress for the year to its stakeholders. If the secretary cannot be a part of the meeting, it is required of them to elect a representative who is going to attend the meeting on their behalf. The responsibilities that the company secretary exercises in this regard include:
a. Book and prepare the meeting room for the Annual General Meeting
b. Prepare what is to be discussed in the meeting to be held
c. Taking the attendance of the members present for the AGM or the general meetings
d. Filing the returns of the company and informing about the same to the Board of Directors.
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Maintain the Righteousness of the Company
Since the company secretary is the channel of communication between the senior management and the employees, it is for them to communicate if any problems arise. They must stand by what is right without favouring anybody in order to maintain the system of operation in the company.
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Develop Themselves
Amidst the responsibilities they have been conferred, they must also exercise a zeal to tread the upward trajectory of learning because staying afresh and developing themselves is going to work in their favour. They would remain up to date about the changes that are occurring in the world. They must keep themselves well-versed with all the laws in order to combat all the uncertainties that march their way.
There are other duties that they must take care of, in general, and these include:
- Allocating shares, their bonuses
- Deciding upon the dividends the shares and issuing them
- Managing the transfer of shares
- Updating company details. For instance, if a change in the director has occurred then they are supposed to maintain it
- Supervising on the behalf of the board of directors
Malaysia has been excelling as an economy and with the prospects, it has created for itself, it is bound to see an increase in the number of companies that are registered in its vicinity. In turn, it has led to an increase in the number of company secretaries required – in accordance with the laws of Malaysia. Thus, you must hire a company secretary to your aid.