The Companies Act 2016 makes it mandatory for public or private listed companies to have a Company Secretary in Malaysia. A Company Secretary is hired to perform several central tasks. As providers of Company Secretarial Services, we know first hand just how valuable this position is to private companies.
Having a Company Secretary is good for a business whether the company is small or big. When a company/business doesn’t have a Company Secretary, almost all the responsibilities of business, and workload directly fall on the director of a company. In this article, we will cover everything you need to know about a company secretary. Such as Why Do You Need A Company Secretary For Your Business and company secretary job description.
A Company Secretary is responsible for shareholder administration and communication, especially compliance and corporate governance. In more specific times, a company secretary is typically responsible for the subsequent meetings and communications, including the management of all shareholder and director meetings.
Preparation of agenda, sharing supportive documents, producing menus and ensuring compliance with any regulatory requirements concerning how board meetings are conducted. They also act as the first point of contact for shareholders by circulating any announcements or correspondence concerning dividends and share ownership, etc.
If the company or business doesn’t employ a Company Secretary, all the tasks that a company secretary completes will be the responsibility of the director of the company. Which can cause a lot of workload and stress on the director of the particular company.
As a result, most private companies prefer to employ a company secretary to decrease the workload of the director and reduce the burden of administrative and corporate governance.
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Company Secretary Job Description (Role)
A lot of people ask if a company needs a secretary? What is their role? It is to be noted that the role of a company secretary is not set but the responsibilities that a company secretary has to take fall into the following areas:
Filling the statements of confirmation and other returns
The Company Secretary is in charge of record returns and documentation, including completing and filing the annual return as well as other statutory returns.
For example, the directors’ report and accounts and auditor’s records, maintaining the statutory books and records, keeping the company’s legal documents secure and acting as the signatory for legal documents and other bank documents on behalf of the company directors.
Compliance with legal matters
Another important company secretary role that comes under the company secretary agreement is compliance and accuracy assurance. They must ensure that the company’s internal governance complies with its article of association.
Maintaining the office address
Company Secretary is also responsible for informing companies’ cause of any changes to the company’s share capital or administration. Such as new appointments, resignations or changes to the allotments and to ensure that the business address is strictly used for business purposes.
Signing Legal Documents
A company secretary can act as a signatory for all legal documents on the behalf of the company’s director. Signing legal documents include confirmation statements and bank documents such as cheques, etc.
Securing Company’s Documents
This is another job role that a company secretary does to ensure the proper safety of all the details and documents of the company. It includes company seal, certificate of incorporation, share certificates, director’s service contract, article of association, etc. It is the duty of a Company Secretary to ensure that these documents are safely kept.
Arranging the meetings of Directors and Shareholders’
Another duty of a company secretary is to arrange the board meetings, circulate the supporting papers and notices, and maintain the meeting minutes. A company secretary is responsible for the meetings and communication with shareholders and the director. They also act as the first point of contact for shareholders in relation to dividends.
Company Insurance
The company secretary must verify that the company has acceptable insurance and renew it promptly.
Apart from the different roles mentioned above, there are many other responsibilities that fall on a company secretary. Such as managing payroll, insurance, tax issues, salaries, pensions, meetings with lawyers, accountants, etc.
Why Do You Need A Company Secretary
Who doesn’t love growth in their business? Appointing a Company Secretary makes it extremely easy for a Director to focus on the growth of the company. It helps a company to bring the business to a whole new level. A Company Secretary can remove the burden from the director of the company.
In the absence of a Company Secretary, the directors themselves are responsible for all secretarial tasks. This takes away precious time that they could use to develop strategies to grow the business further. The company secretary can be instrumental in keeping the company running smoothly and lucrative.
FAQs in Company Secretary
- It is not essential to have a company secretary, it totally depends on you but having one can help a business to ensure smooth administration and overall growth.
- The major rights of a company secretary are: he can control, supervise and subordinate officers and employee. He can authenticate the proceeding of meetings. A company secretary can blow the whistle when necessary.
- Company Secretary can be appointed by the incorporators of a business or by the directors or shareholders through an ordinary resolution subsequently.
Niresh Kaur is a content development manager who writes for WeCorporate. She mainly writes legal articles, as well as analytical content that serves entrepreneurs with insights on the business scene in the APAC region.
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