A couple of days in the past, I acquired an inquiry from a couple of working women who needed to enterprise into some enterprise. They needed to search out out about details about organising a personal restricted firm or Sdn Bhd. One very fascinating query from them was “Why do we need a Company Secretary?”
From that second on, I’m fairly positive many individuals on the market are very interested in the identical query and right here, I wish to share with you, the duties and obligations.
The Corporate Secretary
Every restricted firm should have a minimal of 1 Company Secretary, in accordance with Section 139 of the Companies Act, 1965. The its appointment is determined by the administrators of the corporate.
To qualify as a Company Secretary, she or he have to be both a member of an expert physique authorised by the Ministry, or a licensed secretary granted by the SSM. Further, the particular person should not be a bankrupt and isn’t convicted of any offence underneath Section 130 (1) of the Companies Act.
Statutory duties of a Company Secretary
His/her statutory duties as required by the Companies Act are usually as follows:-
1. Has to be current in any respect firm conferences and recording minutes of the assembly. In this context, firm conferences are primarily referred to administrators’ and shareholders’ conferences. Operational conferences don’t require an organization secretary’s attendance. 2. Keep and preserve all of the statutory books and data of the corporate, ie. Minutes guide, register guide, share register and so forth. 3. Ensure correct submitting of all obligatory returns with SSM reminiscent of annual return, kinds and so forth. 4. Issue notices of conferences to shareholders as directed by the board of administrators. 5. Process share transfers documentations and recordings. 6. Countersign important firm paperwork and certifying paperwork for sure issues reminiscent of banking issues and so forth. 7. Ensure protected custody of firm seal.
Liabilities of a Company Secretary
Given the truth that an organization secretary is an officer of an organization, similar as the administrators, she or he has fiduciary duties to carry out for the corporate. He or she is requires to behave actually and in good religion.
He/she is personally liable to prison fees is she or he commits wrongful acts, and can be penalized with a nice. Wrongful act is so simple as failure to lodge the annual return to SSM.
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