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Q：
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What is a company secretary?
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A：
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A company secretary, also known as a compliance officer, is a key member of a company's management team, providing secretarial services to ensure legal compliance and governance. While they do not make executive decisions, they play a vital role in supporting the company's transparency, operational efficiency and integrity.
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Q：
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Is it mandatory to appoint a company secretary?
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A：
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Yes, every company in Malaysia must legally appoint a company secretary within 30 days of its incorporation. Failure to comply with this may result in penalties or fines imposed by the Company Commission of Malaysia.
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Q：
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What are the primary responsibilities of a company secretary?
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The main responsibilities of a company secretary include ensuring legal compliance, coordinating board meetings, maintaining corporate records, advising on organisational changes, keeping abreast of legal regulations, and promoting ethical standards within the organisation. These duties are all essential for effective corporate governance.
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Q：
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Can a company secretary provide legal advice?
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A：
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A company secretary cannot provide legal advice unless they are a lawyer or possess relevant qualifications as well. Although they assist with compliance and corporate governance, it is advisable to seek advice from a qualified legal professional for legal issues.
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Q：
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Can a director be the company secretary?
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A：
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In Malaysia, a director can also serve as a company secretary if he is qualified under the Companies Act 2016 (CA 2016), but it is advisable for each role to be filled by a different individual. This is because an individual cannot sign a document in both roles (as a director and company secretary) where the law requires both roles to sign to ensure checks and balances. The provision regarding prohibition to act in dual capacity is stated in Section 242 of the CA 2016.
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Q：
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Can a Company Secretary be removed from the office?
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A：
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Yes, the board of directors has the authority to remove a secretary at the board meeting or by passing a resolution, provided it adheres to the terms of the secretary's appointment or the company's constitution. After the removal, the board must appoint a new secretary within 30 days.
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FAQ
