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Things To Know For Company Secretary (CS) In Malaysia

December 1, 2023

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Meaning of CS

In Malaysia, a CS is a person appointed by a company’s board of directors to ensure that the company complies with all the relevant laws and regulations. The CS is responsible for maintaining the company’s statutory records, preparing and filing legal documents, and ensuring that the company’s meetings and resolutions are properly recorded and documented.

In addition to these legal responsibilities, the CS may also provide advice to the board of directors on matters such as corporate governance, compliance, and company secretarial practice. They may also act as a point of contact between the company and its shareholders, regulators, and other stakeholders. Overall, the CS plays an important role in ensuring that the company operates in accordance with the law and maintains good corporate governance.

CS Responsibilities

  • Corporate Governance. The CS plays a vital role in ensuring that the company complies with all legal and regulatory requirements related to corporate governance, including maintaining the company’s registers, drafting and filing necessary documents, and ensuring that the company’s meetings are properly conducted.
  • Statutory Compliances. CS is responsible for ensuring that the company complies with all statutory requirements, including maintaining the company’s registers, submitting necessary forms and returns, and ensuring that the company’s accounts and other records are properly maintained.
  • Board Support. CS provides support to the board of directors, including scheduling and preparing for board meetings, preparing minutes of meetings, and providing advice on corporate governance matters.
  • Liaison with regulatory authorities. CS is responsible for maintaining good relationships with the regulatory authorities, such as Suruhanjaya Syarikat Malaysia (SSM), Bursa Malaysia, LHDN and others as required by law.

 

Qualification of CS

The memberships of the below list of professional bodies are qualified to act as named company secretaries upon application to the SSM for a Practising Certificate under Section 241 of the Companies Act 2016.

(i) Malaysian Institute of Chartered Secretaries and Administrators (MAICSA)

(ii) Malaysian Institute of Accountants (MIA)

(iii) Malaysian Bar (BC)

(iv) Malaysian Association of Company Secretaries(MACS)

(v) Malaysian Institute of Certified Public Accountants (MICPA)

(vi) Sabah Law Association (SLA)

(vii) Advocates Association of Sarawak (AAS)

SSM Directory of Licensed CS

1. How to check a certified CS registered with SSM?
1.1. Visit the SSM website List of Registered Secretaries at https://www.ssm.com.my/Pages/Licensed_Secretary_Auditors/List-Registered-Secretaries.aspx.
1.2. Please click << List of Registered Secretaries >>
1.3. You can search for a certified CS by entering their name or registration number in the search bar “Control + F”. Example name search: Lee Ray Men or SSM Practicing Certificate No. 201908002387.
1.4. The search result will display the status of the CS, including their name, SSM Practicing Certificate, and State.

Factors to Consider When Hiring A CS In Malaysia

  • Communication skills. The CS should have excellent communication skills and be able to communicate effectively with the board of directors, shareholders, and other stakeholders. They should be able to explain complex legal and regulatory issues in a clear and concise manner.
  • Qualifications and experience. The CS should have the necessary qualifications and experience to carry out the duties of the role effectively. They should have knowledge of the relevant legislation and regulations and should be able to provide sound advice to the board of directors.

 

Frequent Ask Question (FAQ)

1. Can a Director be a CS in Malaysia?

The Companies Act 2016 does not prohibit a director from also holding the position of CS. However, the Act requires that the CS must have the knowledge and ability to perform their duties, and the appointment must be approved by the board of directors.

2. Can we change the first CS appointed? And How?

It is possible to change the first CS appointed in Malaysia. The process for changing the CS involves several steps, as follows:

2.1. Resignation of the existing CS: The existing CS must first resign from their position. This can be done by submitting a resignation letter to the company’s board of directors.
2.2. Appointment of a new CS. Once the existing CS has resigned, the board of directors must appoint a new CS. The new CS must meet the qualifications required by law, and their appointment must be approved by the board of directors.
2.3. Notification to the authorities. Once a new CS has been appointed, the company must notify the relevant authorities of the change. This can be done by submitting the appropriate forms to SSM within 30 days of the change.
2.4. Handing over of records. The outgoing CS must hand over all the statutory records and documents to the new CS. This includes the statutory registers, minutes of meetings, and any other relevant documentation.

3. Disqualified of CS

  • Conviction of an offense. If a CS is convicted of an offense related to fraud, dishonesty, or any other offense involving moral turpitude, it can result in disqualification.
  • Failure to meet qualification requirements. CS in Malaysia are required to meet certain qualification requirements as per the Companies Act 2016. If a CS fails to meet these qualifications, it can result in disqualification.
  • Bankruptcy. If a CS becomes bankrupt or is declared insolvent, it can result in disqualification.

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CP 58

February 2, 2024

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What is CP58 ?   CP 58 form is not a tax filing form. It is an income statement that shows the income of incentives, allowances, bonuses, etc. for agents, dealers and distributors, similar to the EA form received by employee. Pursuant to Section 83A(1) of the Income Tax Act of 1967, as of January 1, 2012, each company must prepare and provide the CP 58 form to its agents, dealers and distributors (hereinafter referred to as agents) by March 31 of each year in accordance with the format required by LHDN.   Who are required to file CP58 form? The Inland Revenue Board of Malaysia (IRBM) stipulates that if the company pays more than RM5,000 in cash or non-monetary incentives to the agent during the calendar year, they must prepare the CP58 form for each agent. These forms do not have to be submitted to the tax office, but if the tax office requires all information on the rewards paid, the company must provide all incentive payment information, including awards worth less than RM5,000.   What rewards must be reported? The agent’s reward payments for achieving performance are mainly divided into two categories: cash reward & non-cash incentives. Cash Reward includes basic allowances, commissions, or bonuses. If the company provides cash incentives to the agent, it must report the actual amount paid in the CP 58 form. Material non-cash incentives includes incentives, tour packages, tickets accommodation, car, house and so on. For non-cash rewards, the company must prepare the CP 58 form based on the actual cost.   Which rewards do not have to be reported? Trade discounts and bulk discounts provided by the company Promotional items or gifts which are not stated in the agency contract Incentives given for an open invitation to encourage the public or customers to introduce more customers Provide special discount rates to independent agents Subcontract payment Handling fee Credit rebate Free items that are not based on performance, such as umbrellas, pens, and calendars   When is the due date to provide CP 58 form? The Form CP 58 shall be provided to the agent, dealer, or distributor not later than 31 March in the year immediately following the year in which the incentives mentioned above are paid.

股东协议

January 26, 2024

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什么是股东协议? 股东协议是一份拥有法律效应的合同,规定了公司的运作,并明确了该特定公司股东的权利和责任。 是否必须拥有股东协议? 在马来西亚,是否得拥有股东协议并不是法律上的要求,但建议公司制定一份股东协议,以保护所有股东的利益,并确保公司的顺利运营。此外,拥有股东协议可以更容易吸引潜在投资者,因为它表明公司拥有清晰和有组织的结构。 拥有股东协议的重要性 股东有能力审查公司的财务记录,因此股东可以在企业事务上做出明智的决策,而不是凭空做出可能对企业有害的判断。 股东投票权的透明度。 确保股份的所有权得到适当的管理。 安排业务的运作方式。   为什么公司需要股东协议? 提供股份转让的规定。 保护多数股东和少数股东的权益。 提供红利政策。 明确所有权和控制权。 设定决策程序。 管理红利和分配。   如果一家公司没有股东协议会有什么后果? 股东和公司都会面临未来的潜在纠纷。 缺乏协议可能导致僵局情况,导致股东无法解决分歧。 如果其中一位股东表现不合理,或者是其不当行为而引发争议。

Depreciation

January 18, 2024

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What is Depreciation ? Accumulated depreciation is the total depreciation for a fixed asset that has been charged to expense since that asset was acquired and made available for use. The intent behind doing so is to approximately match the revenue or other benefits generated by the asset to its cost over its useful life Types of Depreciation ? 1.Straight-Line  It reports an equal depreciation expense each year throughout the entire useful life of the asset until the entire asset is depreciated to its salvage value.   2. Declining Balance This method where assets are depreciated at a higher rate in the initial years than in the subsequent years. Under this method, a constant depreciation rate is applied to an asset’s (declining) book value each year.   3. Double-Declining Balance  This method is an approach to accounting that involves depreciating certain assets at twice the rate outlined under straight-line depreciation. This results in depreciation being the highest in the first year of ownership and declining over time.   4. Sum-of-the-Years’ Digits (SYD) Under the SYD method, the depreciation rate percentage for each year is calculated as the number of years in remaining asset life for the same year divided by the sum of remaining asset life every year through the asset’s life.   5. Units of Production This method requires an estimate of the total units an asset will produce over its useful life. Depreciation expense is then calculated per year based on the number of units produced.   What is Accumulated Depreciation ? Accumulated depreciation is the total depreciation for a fixed asset that has been charged to expense since that asset was acquired and made available for use. Presentation of Accumulated Depreciation Accumulated depreciation appears on the balance sheet as a reduction from the gross amount of fixed assets reported. It might be list in several accumulated depreciation accounts, one for each fixed asset type.