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shimul

November 7, 2019 by shimul

Requirements of a Company Secretary in Malaysia

If you are incorporating a company in Malaysia, the company must appoint a Company Secretary. This individual must be appointed within 30 days of receiving their Certificate of Incorporation from the Malaysian Business Commission (SSM). This is a mandatory requirement, along with the appointment of at least one director of the company.

Business secretaries in Malaysia can work in both the public and private sectors, both for organizations and companies. However, they are not a necessity for commercial entities that have a private limit (you can still designate them if you wish).

The role of a company secretary in your business

A common mistake when you hear the word “secretary” is that this person handles the administrative tasks of the company, such as presentation and paperwork, for example. However, nothing could be further from the truth. The role of a company secretary is much greater than that.

In fact, the Secretary of the Malaysian Company has one of the most important roles and responsibilities within an organization. Not only are those responsible responsible for managing the operation of the company efficiently, but they are also responsible for ensuring that your company complies with all its legal and compliance regulations.

Other duties and responsibilities include:

Preparation and presentation of your company’s annual statements.

Perform an advisory role and ensure that secretariat records are well maintained. The individual will be responsible for advising the board on almost all business matters for the good of the company.

Management and organization of an Annual General Meeting at least once every calendar year. They are also responsible for managing the minutes of the board meetings and preparing the meeting agenda.

Be familiar with compliance and legal requirements of regulatory bodies.

Make sure that the company follows all the procedures that it must comply with in accordance with the Companies Act of 1965.

Make sure the interests of board members are well protected.

Make sure that any changes suffered by the company must be duly completed in accordance with the prescribed forms within the required deadline.

Update and maintenance of all books and legal documents of the company.

As you can see, the Company Secretary has a fairly heavy workload on his shoulders. Therefore, the person designated for this role must be well equipped to handle the demands that it entails.

What it takes to become a company secretary

Do you think being a company secretary is the right job for you? What requirements of the Secretary of the company must meet? If you meet the following criteria, you may have what it takes to succeed in this role. The requirements of a Company Secretary in Malaysia that must be met are:

  • Must be at least 18 years of age or older (any person below the legal age limit will not be considered a qualified person)
  • You must have a professional license from the Business Registry.
  • You must have a high level of knowledge and have a great interest in law and corporate governance.
  • You must be someone who has an eye for details, nothing that others may miss.
  • You must be able to work well with people of all levels.
  • You should be able to write clearly and fluently.
  • You must be an expert in the processing of large volumes of information.
  • You must be reliable. A large amount of confidential information will be your responsibility.

You must reside in Malaysia.

Must be a member of a professional body or company prescribed by the Ministry of Commerce of Malaysia.

  • If you are a public accountant, you must be a registered member of the Institute of Accountants of Malaysia (MIA).
  • If you are a registered secretary, you must be registered with the Institute of Collegiate Secretaries and Administrators of Malaysia (MAICSA).
  • If you are a licensed Secretary, you must be registered with SSM.
  • If you are a lawyer, you must be registered with the Malaysian Bar Association or the relevant authorities.

Company secretaries must comply with the Code of Ethics and carry out their professional duties and responsibilities effectively. They must be someone who attaches a high level of importance to the performance of their duties with integrity and sincerity.

Appointment of the secretary of your company in Malaysia

Your first company secretary must be appointed at the time of the incorporation of your company in Malaysia. The Company Secretary will be responsible for sending your incorporation documents, which include Form 49 to the SSM in which you must submit your name. The Registrar of Companies will register the name of this person within one month after receiving the forms.

If you’re running a much smaller business and you don’t necessarily have the resources to hire a full-time Company Secretary, there is still a solution. You can outsource your company secretarial services. You can engage the services of a professional firm – like S & F Consulting Firm Limited – whose Corporate Secretarial Services package will be more than sufficient for your business needs.

Terminating the Services of a Malaysia Company Secretary

The company director is within their rights to terminate the services of a Company Secretary if they are not satisfied with the individual’s performance. They can terminate the services and appoint a new secretary to replace the previous one. The company’s board of directors can terminate a company secretary at any time they deem is necessary.

Filed Under: Blog, Business

October 31, 2019 by shimul

Company Registration in Malaysia | Step by step procedure

Registering a foreign company in Malaysia is quite simple. You can register a company in Malaysia with foreign ownership this is called Sdn Bhd. Although, in order to own 100% foreign ownership, the company must be in certain industries, as dictated by the government.

Industries in which the Malaysian government is trying to encourage foreign investment are allowed to have complete foreign rights.

A foreign company can operate in Malaysia from any of these

  • Incorporation of a local company in the Malaysian Commission of Companies (SSM); or
  • Registration of foreign company from Malaysia to SSM.


Type of Company registration in Malaysia

According to the Malaysian Companies Act, there are two types of companies that can be locally incorporated in Malaysia.

  • A limited stock company
  • An unlimited company


Company Limited by Shares


A company with share capital can be incorporated either as a private company, identified by the words “Sendirian Berhad” or “Sdn. Bhd. “Which appears with the company name or as a public company” Berhad “or” Bhd “appearing with the company name.

Unlimited company


An unlimited company can also be incorporated as either a private company or a public company. For an unlimited company, the liability of its members must be declared in the Memorandum of Association as unlimited.

Minimum requirement for company registration in Malaysia

  • At least two subscribers
  • At least two directors; and
  • A company secretary who can be:
  • A natural person who is a member of a professional body prescribed by the Minister of Trade Cooperation and Internal Consumption; or
  • A person who has been licensed by the Malaysian Company Commission (SSM)

The proposed director and company secretary in a Malaysian company have their principal or sole place or residence in Malaysia.

Malaysian Office Address and Local Agent


Each company in Malaysia must have a local office address and a locally registered agent. The registered office is the place where all formal communications and notifications must be addressed. In Malaysia, it is very common to have the secretariat office as a registered office.

The company may have a different office address, anywhere in the world.

Malaysian taxes


Each company after its establishment must register for the goods and services tax (GST) if they meet certain requirements. Companies do not have to register with GST if the annual turnover exceeds 500,000 lei.

What are the benefits of registering a company in Malaysia?

  • Start-up costs are very low compared to Singapore and other Asian countries.
  • Rental rates are also lower than Singapore (and other Asian countries)
  • Lower wages because average wages are $ 2.31 USD per hour, which is much lower compared to other countries.
  • Malaysia has 68 double taxation treaties with other countries, so there is no double taxation of income generated in Malaysia.
  • There are no withholding taxes on dividends paid outside Malaysia.
  • There are no restrictions on Malaysian corporations for repatriation of capital, profits, dividends and royalties.
  • The Malaysian Government has provided strong incentives and subsidies to encourage business formation and capital investment.


What is Procedure for Company registration in Malaysia?

The process of incorporation of the Malaysian company is very similar to that of the incorporation of the Indian company.

Step-by-step procedure:

  1. . Name Search
    A name search is performed to verify the availability of the proposed name. To check the availability of the proposed company name, you should consult the Government Monitor, which provides guidelines for naming a company and guidelines for applying the company name.

The steps involved in submitting an application for name availability are:

(i) File the application form Name 13A CA (Name Availability Request) with the name proposed in the SSM; and
(ii) Pay the prescribed fee for each name applied.

The SSM will verify and process the application, and if the proposed name is available, the same is approved by the SSM. The approved name is reserved for three months from the date of approval.

Filing of Incorporation Documents with SSM

Company incorporation documents must be submitted to the SSM within 3 months from the date of approval of the company name, the failure of which a new request for a name search will need to be sent to the SSM.

Incorporation Documents to be filed with SSM

1. Memorandum and Article of Association

The original, duly stamped copy of Article of Association and Memorandum of association needs to be submitted with SSM. Stamps are affixed at the Inland Revenue Board’s stamp office.

The name of first directors and secretaries shall be mentioned in the Memorandum and Article of Association.
The subscribers to the company’s shares shall sign the Memorandum and Articles of Association of the company in front of a witness.

Table A of the Fourth Schedule of the CA can be adopted as the Article of Association of the company.

The articles of association of a private company shall contain the following stipulations:

(i) Restriction on the right to transfer the company’s shares;
(ii) Limitation on the number of members to not exceed the prescribed limit;
(iii) Prohibition to any invitation to the public to subscribe the shares/debentures of the company; and
(iv) Prohibition on the public invitation to deposit money with the company.

2. Statuary Declaration By A Director Or Promoter Before Appointment

The director or promoter shall give a declaration under oath, in the prescribed form, that:
He/She is not a bankrupt; and
He/She has not been convicted and imprisoned for any prescribed offenses.

3. Declaration of Compliance

It is a declaration stating that all the requirements of the Companies Act have been complied with. This declaration needs to be signed by the company secretary handling the registration process and who is named in the Memorandum and Articles of Association.

4. Additional Documents:

Along with the abovementioned documents you need to submit following documents in addition.
Original copy of name application Form 13A.
A copy of the letter from SSM approving the name of the company.
A copy of the identity proof of each proposed director and company secretary.

Certificate of Incorporation

Upon compliance with the incorporation procedures and submission of the duly completed Incorporation Documents with prescribed fee, a Certificate of Incorporation is issued by SSM.
After the incorporation, the company shall obtain the required license/permit/approval from the relevant authorities before starting to carry on any business outlined in the Memorandum of Association.

How to register a foreign company in Malaysia?

Foreign company under the Companies Act 1965 (CA 65) is defined as:
(a) a company, corporation, society, association or other body incorporated outside Malaysia; or
(b) an unincorporated society association, or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose and which does not have its head office or principal place of business in Malaysia.

Filed Under: Business

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