DUTIES AND RESPONSIBILITIES OF COMPANY SECRETARY

SUMMARY OF DUTIES AND RESPONSIBILITIES OF COMPANY SECRETARY


  1. REQUIREMENTS OF THE COMPANIES ACT, 1965

    As you may be aware, Section 139(1) of the Companies Act, 1965 (“the Act") requires every company to have
    one or more secretaries each of whom shall be a natural person who has his principal or only place of residence in Malaysia.

    Accordingly we nominate our nominee as the Company Secretary of your company.
    Our nominees may be changed from time to time, depending on circumstances and other related maters.
  2. FUNCTIONS OF COMPANY SECRETARY

    The functions of the Secretary are administrative and not managerial, and the Secretary
    does not assume any executive or managerial powers in the absence of express authority from the
    Board of Directors. By virtue of his office, the Secretary has nor authority to bind the company by contract.
  3. DUTIES AND RESPONSIBILITIES OF COMPANY SECRETARY

    1. We set out below the duties and responsibilities of the Secretary
      - the maintenance and proper safekeeping of the :-
      • Register of Members
      • Register of Directors, Secretaries and Managers
      • Register of Directors’ Shareholdings
      • Register of Substantial Shareholdings
      • Register of Charges
      • Register of Debenture holders, if any
      • Minute books of General and Directors’ Meetings.
      • Proper maintenance of the company’s statutory books

    2. Submission of returns, as required by the Act, to the Registrar of Companies; such returns may be in respect of changes in particulars required to be made in some of the above Registers, or in respect of certain specific provisions of the Act.

      In certain cases, the submission of certain returns may be directed by the Board of Directors; such directive may be required to be supported by such other documents as we shall deem necessary, and certain returns may require the signature of the Directors.
    3. To permit the inspection of the above statutory books by members
      (except the Minute Book of Directors’ Meetings) and the public
      (except the Minute Books) and to furnish extracts of time in accordance with the Act.
    4. To be present at your company’s Registered office by himself or his representatives during office hours
    5. To receive notices, on behalf of your company, which are delivered to its Registered Office.
    6. Under the directive of your Board, to issue notices for Board and General Meetings, and preparing minutes thereof; to prepare resolutions in writing (attendances at Board and General Meetings will be separately charged).
    7. To conduct correspondence with members with regard to share capital matters
    8. To take charge of your company’s Common Seal which may only be used with specific authority of the Board by way of a resolution.

    Substantially the above duties are imposed by the Act. In the event of default, the Act imposes penalty, in most cases, upon the officers of the company (“officers” includes directors and secretaries); in most instances, the penalty will be by way of a fine. Such fine will be for your company’s account when the default arises from your Directors’ failure to forward the relevant information or documents to the Secretary in good time, or when the Secretary is not responsible for such default


  4. REGISTERED OFFICE

    All companies are required to have a registered office in Malaysia.
    Normally our office address will be used as the Registered Office of your company.

    Suruhanjaya Syarikat Malaysia requires each company to identify its proposed location and complete address of its office,
    which will be used for correspondence between the Suruhanjaya Syarikat Malaysia and your company and all other organisations,
    individuals and government institutions to which the Suruhanjaya Syarikat Malaysia may supply your address.
    Any change in the registered office address should be notified to Suruhanjaya Syarikat Malaysia as early as possible to avoid inconvenience from all sides.
  5. LIABILITIES OF COMPANY SECRETARY

    It must be further added that the duties of the Secretary, though defined by the Act as an officer of the Company, do not include the day-to-day management of your company, and accordingly shall not be held liable for any decisions and/or actions of your Board and shall be indemnified by the company.
  6. FEES

    The Secretary’s retainer fee shall be RM 50.00 per month, payable upon receipt of our bill which shall be issued quarterly in advance.

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