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Q：
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What is the role of a company secretary?
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A：
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A company secretary is responsible for ensuring that the company complies with the Companies Act 2016, the relevant regulations, guidelines, directives and requirements issued by the Companies Commission of Malaysia (“CCM”). The responsibilities include preparing resolutions, maintaining company’s statutory record and ensuring all annual compliance requirements are met, including the timely lodgement of Annual Return and Financial Statements.
Company Secretary also advises the directors on corporate governance and compliance matters and ensures that the company's statutory obligations are fulfilled on time.
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Q：
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Is the company secretary responsible for the company's daily operations?
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A：
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No, the management of the company’s daily operations are the responsibility of directors. The company secretary’s role is to advise the directors on their obligations under Companies Act 2016 and ensure that the company’s statutory fillings and records are properly maintained.
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Q：
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What records does a company secretary maintain?
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A：
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The company secretary is responsible to maintain the statutory records of the company, which typically include:
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Directors’ and Members’ Resolutions
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Minutes of Meetings
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Statutory Registers (i.e. Register of Directors, Register of Members, Register of Secretaries, Register of Beneficial Owners etc)
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Statutory Forms and Returns submitted to CCM
The above records are not exhaustive and may vary depending on the company’s activities, structure and applicable statutory requirements.
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Q：
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What happens if the company secretary fails to perform his/her duties?
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A：
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In the event that the company secretary fails to properly discharge his/her duties, he/she may be subject to fines or penalties imposed by the CCM, revocation of practising certificate or disqualification from acting as a company secretary and, where applicable, imprisonment for offences carrying such penalty under the Companies Act 2016. In addition, the Board of Directors of the company may also take necessary action to remove the secretary from office pursuant to Section 239 of the Companies Act 2016.
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Q：
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Can a company secretary sign documents on behalf of the company?
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A：
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Yes, a company secretary may sign some documents on behalf of the company if such authority is conferred by the Companies Act 2016, the company’s Constitution, the board resolution or other valid authorisation granted by the company, as applicable.
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