COMPANY SECRETARIAL PRACTICE

(A222)

TUTORIAL 1

BKAL 3033

Name: Nur Allya Hasanah bt Anuar Affandi

Matric number: 281459

Lecturer: Prof. Madya Dr. Zuaini bt Ishak

Group: B

Submission Date: 4 May 2023

1. Your cousins, Rahim and Rahmat have successfully registered their company under
the name RaRa Laundrette Sdn Bhd a week ago. They just realised that they are
required to appoint a company secretary for their company. Knowing nothing about
company secretary, they asked you for more information. They are also worried for
not having enough space in their premise for the company secretary’s office.

(a) Explain the requirements, qualifications and disqualifications of a company

secretary according to the provisions of the Companies Act, 2016.

Requirement for a secretary:

According to section 235(1), a company shall have at least one secretary who
shall be a natural person, eighteen years of age and above and a citizen or
permanent resident of Malaysia who shall ordinarily reside in Malaysia by
having a principal place of residence in Malaysia.

Qualification for Company Secretary:

According to section 235(2), a secretary shall be a member of a body as set out

in the Fourth Schedule such as MAICSA, MIA, or a person licensed by the
Commission under section 20G of the Companies Commission of Malaysia
Act 2001.

Disqualification for Company Secretary:

Sec 238(1) – A person shall be disqualified to act as a secretary if

(a) He is an undischarged bankrupt.

(b) He is convicted whether in or outside Malaysia of any offense
referred to in section 198; or
(c) He ceases to be a holder of a practicing certificate issued by the
CCM
under section 241.

Sec 238(2) – if the Registrar is of the opinion that a person has failed to

• act honestly or
• use reasonable diligence in the discharge of his duties as a
Secretary, the Registrar may require the person to show cause why
his practicing certificate should not be revoked or why he should
not
be disqualified from acting as a secretary of a company.
 (b) Advise your cousins regarding the space for the office of company secretary.

RaRa Laundrette Sdn Bhd can decide which positions that need to operate in
hybrid mode. For example, the company can choose employment positions in
marketing or IT to work in hybrid mode. This is because the company
secretary requires their own office space because they handle a lot of
important documents for the company.

2. Describe the procedure to appoint a company secretary.

i. Company Secretary consent and declaration

ii. BOD meeting to approve the appointment and to decide terms and condition.
iii. Update Register directors, managers, and secretaries
iv. Notify Companies Commission of Malaysia

3. Explain the content of declaration form which a person must sign prior to his/her
appointment as secretary as required in Section 236(3), Companies Act 2016.

According to Section 236(3) of the Companies Act 2016, no person shall be

appointed as a secretary unless he/she has consented in writing to be appointed as a
secretary. Other than that, it stated that if he/she is qualified under section 235(2)
which is a member of a body as set out in Fourth Schedule or a person
licensed by the Commission of the Companies Commission of Malaysia
Act 2001. Lastly, he/she is not disqualified to act as a secretary under section
238

4. Explain on the issue of dual capacity as in Section 242 of Companies Act 2016.

According to section 242, a person is prohibited to act in a dual capacity as both a

director and a secretary in a situation that requires or authorizes anything to be done
by a director and a secretary.

5. Explain about the provision of Section 241, Companies Act 2016 for company
secretary to be registered with the Companies Commission of Malaysia (CCM) and
state the particulars of company secretary that required to be registered.

Section 241(1) - Any person who is qualified to act as a secretary and who desires to
act as a secretary shall be registered with CCM before he can act as a secretary.

Section 241(2) - The CCM shall cause a register of secretaries to be kept and shall
cause to be entered in the register in relation to a secretary.

(a) the name of the secretary

(b) the residential address and business address
(c) the details of the qualifications referred to in S 235(2)
(d) such other information as the CCM may require.
 Section 241(5) - On or after the commencement of this Act, a person who is a
secretary of a company and who is not registered under subsection (1) may continue
to act as a secretary to the company for a period of not more than 12 months or any
longer period as the Registrar may allow.

Section 241(6) - After the expiry of the period referred to in subsection (5), a person
who fails to comply with the requirement to register shall be deemed to have not been
registered under this section.

6. Discuss about the following picture in relation to the company secretary job.

Basically, a company secretary will ensure that the company is in compliance with
all laws and regulations. The major changes to the Companies Act 2016 simplified
compliance with Sdn Bhd governance. However, it is not the only law that a Sdn Bhd
has to comply with. Nevertheless, a company secretary must be appointed within 30
days of the date of incorporation. Other legal requirements that must be met at all
times include taxes, business licenses, employer EPF, SOCSO, EIS contributions,
employment law, and so on.

On top of that, even though Annual General Meetings (AGMs) are no longer
required for Sdn Bhd, a company secretary must attend Board Meetings (meetings of
directors) and General Meetings (meetings of shareholders) as requested, prepare the
meeting agenda, and ensure that the meetings are properly called, constituted, and
carried out in accordance with meeting law. The company secretary also needs to
prepare the meeting minutes and follows up on any decisions taken during the
meeting as directed.

Besides, a company secretary also needs to lodge the annual reports including
annual returns and audited financial statements, as well as the director’s report that is
required by SSM. According to the Companies Act 2016, there are consequences for
the company or the directors who fail to meet this requirement.

7. Compare resignation and removal of a company secretary.

Resignation Removal
Section 237(1) – subject to the Section 239 – the board may remove a
constitution or the terms of appointment, secretary from his office in accordance
a secretary may resign from his office by with the terms of appointment or the
giving a notice to Board. If no director is
constitution.
contactable at the last known residential
address, the company secretary may,
notwithstanding subsection 235 (1),
notify the Registrar of facts of his
intention to resign.
 8. Your friend, Soleha, is the company secretary of Berkat Sari Sdn Bhd (Berkat Sari), a
trading company located in Paroi Jaya, Seremban. She has been giving secretarial
services to the company for about two years now.  However, due to economic
downturn, the business of Berkat Sari has started to decline in these past recent years. 
As a result, Soleha was beginning to experience difficulties in giving services to the
company since last year because she was unable to get the information from the
management of the company. In fact, she has not been able to communicate with any
of the directors, neither Mr Othman Ali, nor his spouse, Madam Siti Rohani at their
last known address.  Soleha is considering resigning as the company secretary of
Berkat Sari and is seeking for your advice.  

 
a. Advise Soleha the best course of actions the secretary can take to avoid any
liability when none of the directors of Berkat Sari can be communicated.

According to section 237(2), if none of the directors of the company can

be communicated with at the last known residential address, the
secretary may, notwithstanding subsection 235(1), notify the Registrar
of that fact and of his intention to resign from the office on the expiry of
thirty days from the date of the notice.

b. Highlight to Soleha on her liability towards Berkat Sari after her resignation
from the position. 

According to section 237(4), nothing in subsections (1) and (2) shall relieve
the secretary from liability for any act or omission done before the
secretary vacated that office. According to section 240, the office of
the secretary of a company shall not be left vacant for more than thirty
days at any one time.