Company Secretary – Duties and Liabilities

Few days ago, I received an inquiry from a few working girls who wanted to venture into some business. They wanted to find out about information about setting up a private limited company or Sdn Bhd. One very interesting question from them was “Why do we need a Company Secretary?

From that moment on, I am pretty sure many people out there are very curious about the same question and here, I would like to share with you, the duties and responsibilities of a company secretary.

The Company Secretary

Every limited company must have a minimum of one Company Secretary, according to Section 139 of the Companies Act, 1965. The appointment of Company Secretary is decided by the directors of the company.

To qualify as a Company Secretary, he or she must be either a member of a professional body approved by the Ministry, or a licensed secretary granted by the SSM. Further, the person must not be a bankrupt and is not convicted of any offence under Section 130 (1) of the Companies Act.

Statutory duties of a Company Secretary

The duties of a Company Secretary as required by the Companies Act are generally as follows:-

  1. Has to be present at all company meetings and recording minutes of the meeting. In this context, company meetings are mainly referred to directors’ and shareholders’ meetings. Operational meetings do not require a company secretary’s attendance.
  2. Keep and maintain all the statutory books and records of the company, ie. Minutes book, register book, share register etc.
  3. Ensure proper filing of all necessary returns with SSM such as annual return, forms etc.
  4. Issue notices of meetings to shareholders as directed by the board of directors.
  5. Process share transfers documentations and recordings.
  6. Countersign essential company documents and certifying documents for certain matters such as banking matters etc.
  7. Ensure safe custody of company seal.

Liabilities of a Company Secretary

Given the fact that a company secretary is an officer of a company, same as the directors, he or she has fiduciary duties to perform for the company. He or she is requires to act honestly and in good faith.

A company secretary is personally liable to criminal charges is he or she commits wrongful acts, and can also be penalized with a fine. Wrongful act is as simple as failure to lodge the annual return to SSM.