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company secretary company act 2016 (Duties…
company secretary company act 2016
Disqualification S.238
Bankrupt
Ceases to be a holder of a practicing certificate issued by the Registrar
Convicted whether in or outside Malaysia of any offence referred to in S.198
Qualification S.235
S. 235 (1)
18 years old and above
a citizen or permanent resident of Malaysia
a natural person
S.235 (2)
a person licensed by Commission under S.20G of the Companies Commission of Malaysia Act 2001
member of body as set out in Fourth Schedule
Appointment S.236
Board appoint a secretary & determine term and condition
Appointed secretary has to give his consent to be a secretary in writing
qualified under subsection 235(2)
not disqualified under section 238
1st secretary shall made within 30 days from date incorporation
Professional Bodies
MIA
(Malaysian Institute of Accountant)
Malaysia Bar
MAICSA
(Malaysian Association of the Institute of Chartered Secretaries and Administrators)
MICPA
Sabah Law Association
Advocates Association of Sarawak
MACS
(Malaysian Association of Company Secretaries)
Duties and Reponsibilities
Fundamental duties - statutory duties
ensuring all required returns are made to the CCM and are in order
documentation of the company are in order
company's statutory books are properly maintained
principle responsibilities to their directors
s.2- an officer of the company
will be personally accountable for their action particularly regard to statutory duties and will be liable to all penalties prescribed by the Act for an officer default
may be responsible for other functions such as accouting, personnel etc.
s209 - call a meeting of the next of kin, other personal representatives or a meeting of members for the purpose of appointing a new director, in the event of office of a sole director being vacated due to disqualified, becomes of unsound mind or dies.
S260 - certificate relating to exempt private company shall be signed by a director, auditor and secretary
S343(1) -The record of a resolution passed otherwise than at a meeting, if purporting to be signed by a director or by the secretary, is sufficient evidence of the passing of the resolution.
S221 - record in the minutes every declaration made by director on his interest in contracts, proposed contracts, property, offices, etc.
Implications of new Company Act 2016 on CS
Appointment of CS can be done within 30 days after incorporation
Resignation of CS
S.237(1) resign by giving notice to Board
S.237(2) if cant contact the director of the company at the last known residential address, secretary may notify the Registrar of that fact and of his intention to resign
S. 237 (3)
S.237(4)
Removal of Secretary
S.239 Board may remove a secretary accordance with the term of appointment or the constitution
S.240 shall not left vacant for more than 30 day at any time