On top of day-to-day operations, business owners often need all the help they can get, and company secretaries are often an incremental pillar of support in this regard as an administrative and regulatory advisory. Here are just a few of the crucial roles and responsibilities that make up the task of a company secretary.
What is a Company Secretary?
Broadly speaking, a company secretary provides administrative support on a general basis. However, the role of a secretary does not end there. In fact, secretaries can help to clear the path of business owners by guiding them or advising them on regulatory matters including corporate governance, essential procedures that involve elements of legality, and other corporate obligations that might catch you off guard.
In other words, many of the common issues that companies run into are often easy to miss without the watchful eye of a trusted secretary! There are two major roles that secretaries play: advisory role and officer role.
Advisory Role
Company Registration:
One useful advisory service offered by secretaries is the aspect of company registration, the very first and foundational step for any business. The registration process can be deceivingly tricky, which is why company secretaries can provide insight and advice on how to move through each step, equipped with a wealth of experience and knowledge on legal and procedural requirements from the necessary documentation to vital information. This will inadvertently be the first point of contact for most business owners to engage company secretaries, in the beginning of company incorporation.
Corporate Governance and Boardroom Procedures:
Company secretaries in Malaysia play a major role in advising clients on the best way forward in most aspects of corporate governance and boardroom procedures, helping to steer companies in adhering to ethical and legal obligations. Under Malaysian law, secretaries are responsible for ensuring that legal and standard business protocols are implemented. This includes compliance with legal guidelines, local rules, and regulations based on most of the legislation as stated in the Companies Act 2016.
Officer Role
Documentation:
Of course, secretaries aren’t just advisors. They also play the critical officer role within your company, a hands-on position that involves managing all the administrative tasks from appointments and record-keeping to documentation and meeting management. They can perform a host of tasks from attending general or board meetings to document meeting minutes, preparing and scheduling meetings in accordance with legal requirements. Overall, secretaries are involved in the meticulous documentation of such meetings which can play a role in legal proceedings and abide by transparency measures for internal operations.
Liaison:
Company secretaries also act as official liaisons, playing an integral role in the internal and external communication on behalf of the company, including external stakeholders, authorities and partners like law firms or accounting firms, and other official companies that may have an affiliation with clients. What’s more, secretaries ensure that changes and procedures in a company are carried out as per the law, with relevant forms being submitted and compulsory general meetings being held in accordance with Malaysian law.
Reports and Appointments:
Official officers also ensure that crucial responsibilities such as the production of mandatory reports including annual return and audited financial statements are submitted to SSM for a transparent view of financial health. Concurrently, the significant appointment of auditors through the right and proper legal channels are also managed by company secretaries acting as officers.
Records and Details:
The secretary will also be responsible for keeping up with the many tasks in relation to maintaining records or verifying details. This can include ensuring that key company details are kept up to date such as information on shareholders, paid-up capital, directors, shares, and company constitutions. Changes to these details are promptly communicated to the Suruhanjaya Syarikat Malaysia (SSM).
Apart from this, secretaries must also record the Financial Year End which marks the closure of a company’s financial accounts for the year.
Other Responsibilities
While most of the prominent tasks of a secretary can be categorised under the role of advisory or officer, there are plenty of other miscellaneous tasks that don’t necessarily fall under these positions. This can include:
Share Management – Matters that relate to the transition or alternation of shares in accordance with the Memorandum and Articles of Association. The splitting of share certificates or the allotment of shares and declaration of dividends are also part of the legal procedure that secretaries oversee.
Company Searches and Certification – The searching of additional information or the certification of authenticity of documents for legal proceedings or otherwise.
Meetings – As mentioned, secretaries act as key moderators for the organisation of meetings from board and annual general meetings to extraordinary general meetings, ensuring that each session is carried out smoothly and in compliance with legal requirements.
For all the aforementioned points, it’s clear to see the undeniable value that company secretaries can bring to the business table. Whether company owners are struggling with the stringent regulations surrounding legal incorporation, or whether they’re stumbling to keep track of all the nuanced internal procedures that companies inevitably must experience, secretaries offer a wide net of managerial and administrative solutions that form the backbone of effective compliance efforts.
