Company Secretarial Services   

The  Malaysian Association of Company Secretaries recommends that secretarial services to be performed for clients should be agreed in writing and we therefore set out below our understanding of the basis on which a person  acting as Company Secretary  and the respective areas of responsibility .

1.      Only a person licenced or given approval by the Companies Commission of Malaysia, or a member of a professional body of accounting or finance discipline can be appointed as a company secretary of a private limited company.

2.      Although a Company Secretary is defined as an OFFICER of the Company, and may be held liable for non-compliance of the Companies Act, 1965 and/or any amendments thereto, the duties and responsibilities as Company Secretary are purely procedurial, pertaining to company secretarial matters only.  It does not include the day to day management of the company.

3.      The Company Secretary shall act only upon the instructions of the director(s) as far as company secretarial matters are concerned.  Hitherto, the Company Secretary shall not be held liable for the decisions and/or actions of the Board and Management of Company.

4.      Whilst the said Company Secretary is being retained, the Company shall undertake to keep the Company Secretary indemnified out of the assets of the company/directors against any liability incurred by him in particular fines and penalties that may be imposed  by the Companies Act, 1965, where the Company Secretary has given sufficient reminders to the Directors of the company to comply to same within the prescribed time.

5.      In the event the Company Secretary discharges himself as Company Secretary of the company for whatever reason, the company shall immediately appoint a replacement and the outgoing Secretary shall not be liable nor responsible for any claims, liabilities, action or expenses of whatever nature against him.  In the event of any such claims whether arising under any Statutory provisions of the Laws of Malaysia, liabilities, action or expenses should arise or be brought up against him, the company/directors shall fully indemnify him.

6.      The  normal job functions as Company Secretary under the Companies Act, 1965 are as follows:

-          Maintaining the various Statutory Books and Records of the company such as Register of Members and Directors, etc

-          Issuing Share Certificates, Allotment and Transfer of shares etc 

      -     Issuing Notices of Meetings, convening and attending the various Statutory Meetings and recording their proceedings 

-          Preparing, authenticating and filing various resolutions, documents and returns with the Registrar of Companies.

-          Maintaining safe custody of the Common Seal of the Company.

-          Making available for inspection the Statutory Books as and when required by the shareholders of the company, during office hours.

-              Providing advice to directors on company secretarial matters, preparation of  notices, attendance list, minutes and circular resolutions for directors.  In the event   that our attendance are required at Board Meetings our attendance will attract  separate fees from our normal job functions.

7.      RETAINER FEE

Apart from the nominal fees charged for the adhoc documentation services , a monthly fee  is usually charged for retaining the company secretary.  The retainer fee shall be revised according to inflationary rates as and when necessary.