Secretary

Arowosaiye, Yusuf Ibrahim and Masum, Ahmad and Ali Mohamed, Ashgar Ali and Ahmad, Muhamad Hassan (2025) Secretary. In: Company Law in Malaysia. Sweet & Maxwell, Thomson Reuters, Kuala Lumpur, Malaysia., pp. 239-254. ISBN 978-629-7700-74-8

PDF - Published Version Restricted to Registered users only Download (4MB) | Request a copy

Abstract

The role of company secretary in the management and administration of a company cannot be overemphasised. The Companies Act 2016 (“CA 2016”) requires that every company to appoint one or more secretaries to act as the principal administrative officer of the company. Realistically, a company is obliged to have a secretary for overseeing the administrative operations of the company including organising board meetings, maintaining company’s records and registers, preparing minutes and filing necessary forms and returns, and liaising with outsiders on behalf of the company. With these, a company secretary plays a pivotal role in the day-to-day operations of the company. Duties performed by a company secretary are generally duties and responsibilities imposed by the CA 2016 and other delegated duties by the board of directors (“BOD”) of a company. These roles and delegated duties must be performed by the company secretary diligently as failure to do so may result in liability. It can be said that the company secretary holds a crucial position in ensuring the smooth running and administration of a company. The duties of a company secretary as reiterated above are not limited to the statutory roles assigned to the company secretary. In other words, the duties of the secretary are not fixed by law, but also extend to those set out in company’s article of association (“AOA”), instructions of the BOD or as specified in his or her contract of employment. The common practice especially in large listed companies is to designate or engage a company secretary as a full time employee of the company. If the secretary happens to be a qualified lawyer, he or she may he or she may also serve as the company’s legal officer. Another common practice where a parent company has other subsidiaries, is for the company secretary to act as group secretary for these subsidiaries. However, due to the doctrine of distinct separate entity, he or she must be separately appointed to each subsidiary of which he or she is secretary. As for smaller companies, one of the directors may be appointed to occupy the position of a company secretary (if qualified) while still retaining his or her post as a member of the BOD. Since the activities of companies are governed by the memorandum and AOA as well as the provisions of the CA 2016, the company secretary is charged with the responsibility of ensuring compliance with various regulations affecting the company. This chapter therefore discusses the appointment, powers, duties, and removal of a company secretary. It also highlights the potential liability of company secretary in the circumstance of negligence or failure to discharge these roles and functions efficiently and diligently.

Item Type:	Book Chapter
Uncontrolled Keywords:	Company secretary, company management, administration of a company.
Subjects:	K Law > K Law (General)
Kulliyyahs/Centres/Divisions/Institutes (Can select more than one option. Press CONTROL button):	Ahmad Ibrahim Kulliyyah of Laws > Department of Civil Law
Depositing User:	Dr. Muhamad Hassan Ahmad
Date Deposited:	10 Nov 2025 10:18
Last Modified:	10 Nov 2025 10:18
URI:	http://irep.iium.edu.my/id/eprint/124239

Actions (login required)

View Item