| A few days ago, I received an inquiry from a few | | | | company meetings are mainly referred to directors' |
| working girls who wanted to venture into some | | | | and shareholders' meetings. Operational meetings do |
| business. They wanted to find out about information | | | | not require a company secretary's attendance. |
| about setting up a private limited company or Sdn Bhd. | | | | 2. Keep and maintain all the statutory books and |
| One very interesting question from them was "Why | | | | records of the company, ie. Minutes book, register |
| do we need a Company Secretary?" | | | | book, share register etc. |
| From that moment on, I am pretty sure many people | | | | 3. Ensure proper filing of all necessary returns with |
| out there are very curious about the same question | | | | SSM such as annual return, forms etc. |
| and here, I would like to share with you, the duties and | | | | 4. Issue notices of meetings to shareholders as |
| responsibilities. | | | | directed by the board of directors. |
| The Corporate Secretary | | | | 5. Process share transfers documentations and |
| Every limited company must have a minimum of one | | | | recordings. |
| Company Secretary, according to Section 139 of the | | | | 6. Countersign essential company documents and |
| Companies Act, 1965. The its appointment is decided | | | | certifying documents for certain matters such as |
| by the directors of the company. | | | | banking matters etc. |
| To qualify as a Company Secretary, he or she must | | | | 7. Ensure safe custody of company seal. |
| be either a member of a professional body approved | | | | Liabilities of a Company Secretary |
| by the Ministry, or a licensed secretary granted by the | | | | Given the fact that a company secretary is an officer |
| SSM. Further, the person must not be a bankrupt and | | | | of a company, same as the directors, he or she has |
| is not convicted of any offence under Section 130 (1) | | | | fiduciary duties to perform for the company. He or she |
| of the Companies Act. | | | | is requires to act honestly and in good faith. |
| Statutory duties of a Company Secretary | | | | He/she is personally liable to criminal charges is he or |
| His/her statutory duties as required by the Companies | | | | she commits wrongful acts, and can also be penalized |
| Act are generally as follows:- | | | | with a fine. Wrongful act is as simple as failure to lodge |
| 1. Has to be present at all company meetings and | | | | the annual return to SSM. |
| recording minutes of the meeting. In this context, | | | | |