Set-up A Company and Company Secretary

Dear Anne,
Every company is required by statute to have at least one company secretary in Malaysia. The company secretary must be of full age (18 years old) with his principal or only place of residence in Malaysia.

The secretary is to be appointed by the board of directors and either himself or his agent or clerk is required to be present at the registered office of the company on the days and at the hours which the registered office is to be accessible to the public.

What are the qualifications of company secretaries?

The company secretary must be a member of a professional body or licensed by the Companies Commission of Malaysia pursuant to section 139 of the Companies Act.

The Minister has approved the following professional bodies as the prescribed professional bodies:

1. The Malaysian Association of The Institute of Chartered Secretaries and Administrators (MAICSA)
2. Malaysian Association of Company Secretaries
3. The Malaysian Bar
4. The Malaysian Institute of Accountants (MIA)
5. Malaysian Association of Certified Public Accountants (MACPA)
6. The Sabah Law Association
7. The Advocates' Association of Sarawak

Typical work activities

A company secretary's role covers a wide variety of functions and is partly dependent on the company for which they work. Typical work activities include:

• Organising, preparing agendas for, and taking minutes of board meetings and annual general meetings (AGMs);
• Maintaining statutory books, including registers of members, directors and secretaries;
• File statutory returns (in the prescribed forms) required by the Companies Act 1965 with the Companies Commision of Malaysia (SSM);
• Contributing to meeting discussions, as and when required, and advising members of the legal, governance, accounting and tax implications of proposed policies;
• Liaising with external regulators and advisers, such as lawyers and auditors;

The cost in set-up new Company is estimated around RM2,200 to RM2,500 which includes :

• Company’s common seal
• Minute Book
• Stamp Duty
• Share Certificates
• 1st Bank Resolution (Includes Certified True Copies)
• 1st Directors Meeting Documents
• Attestation Fee for 2 Directors
• Memorandum & Articles of Association x 5 sets
• Registers Book
• Filing Fees & Form Preparations
• 1 time name search (subsequent name search will be chargeable at RM60.00)
• Authorised Share Capital of RM100,000.00

Normally secretary fee is ranging from RM60 to RM100 per month and some Company Secretary do not charge their clients for using of Company Secretary office adress as their Registered Office.

Note: You may contact me (as above) for more information and clarification.