What is a Malaysian Company Secretary Paid For?

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What is a Malaysian Company Secretary Paid For?

February 16, 2022 incorp 0 Comments

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What is a Company Secretary?

When we hear the word, company secretary (also known as CoSec)” it doesn’t just relate to that average office girl serving morning coffee anymore…

 

Instead, over the years in Malaysia, the role of company secretary has drastically evolved to be more related to company advisors, supporting the company’s Board of Directors.

 

In addition, they are also regarded as compliance officers, ensuring the company adheres to proper due diligence and corporate governance as set by Companies Commission Malaysia (or Suruhanjaya Syarikat Malaysia (SSM)).

 

Why Do We Pay for a Company Secretary?

Under Section 235 of Companies Act 2016, ALL Private Limited companies (also known as Sendirian Berhad (Sdn. Bhd.)) in Malaysia are required to have an appointed company secretary elected by the Board of Directors through resolutions. 

 

Failure to appoint a company secretary as requested in accordance with Section 236(4) of Companies Act 2016 is a corporate offence. Not only that, this negligence also excludes you from the possibility of either liaising with Companies Commission of Malaysia (or SSM) or the ability to perform any form of submission to them, such as changes made in the company’s information.

 

However, paying a company secretary isn’t the same as how you would pay for the service of any other professional out there. This is due to the responsibilities and risks that they have to undertake, which influences what they are paid for (Kindly view the table in Company Secretary Fees & Charges that’s listed below for more information).

 

Similar to other professionals such as doctors or lawyers, company secretaries in Malaysia are also required to have a license. This can be attained from either MAICSA (The Malaysian Institute of Chartered Secretaries and Administrators), MIPCA (The Malaysian Institute of Certified Public Accountants), MACS (Malaysian Association of Company Secretariesor any other legal Malaysian authority institution recognized by SSM to be classified as one. Due to having invested a large portion of their time and effort in obtaining one, they should hence be paid like any other licensed professionals. 

 

What are Company Secretary Fees & Charges?

 

In terms of their services and charges, displayed below are the three types of fees generally paid to a company secretary in Malaysia: 

 

a(i). Retainer Fees

Retainer Fees

 

Amount

Retainer Fees

RM50 – RM300 (per month) 


a(ii). Reasons Why Clients Pay for Retainer Fees– Acting as named Company Secretary by our qualified professional staff
– Safeguard statutory books and corporate seals and monitoring of its proper use in accordance with the Constitution (if any)
– Maintain minutes and registered books of your company as in accordance with Companies Act 2016 requirement
– Provision of registered company address and;
– Advice on secretarial, compliance, and corporate governance material



b(i). Compliance Submission Fees

Compliance Submission Fees

(Specifically for Sdn. Bhd.)

Amount

Annual Return (AR)

RM150 (SSM Fees) + Service Fees 

Audited Financial Statement (AFS)

RM50 (SSM Fees) + Service Fees

 


b(ii). Reasons to Pay for Compliance Submission FeesAnnual Return (AR):– According to Section 68 and Section 576 of Companies Act 2016, both local and foreign companies registered within SSM are required to lodge an Annual Return, which is performed by a Company Secretary.

– Negligence of submitting company’s Annual Return within the timely period of 30 days after anniversary of company incorporation is a corporate offence.
– Failure to submit Annual Return for 3 consecutive years could cause the company to be struck off by the Registrar. 
Audited Financial Statement (AFS):– According to Companies Act 2016, all incorporated companies or Sendirian Berhad are required to be audited by a Ministry of Finance approved auditor, as appointed by a company secretary
– In turn, the audited financial statements are then provided to the company’s elected Company Secretary, the sole mediator between the company’s Board and appointed auditor

– Failure to have your financial statement audited is considered a corporate offence. This could lead you either in paying a heavy fine of RM30,000, jailed for up to 5 years or worse, BOTH!



c. Ad-Hoc Service Fees

Ad-Hoc Services

 

Amount

Advisory, Documentation, Meeting Minutes,
Shareholder Transfer, etc.

(Charged Based on Required Services)

 

 

To further clarify, retainer fees are merely payment made to secure the company secretary’s time and commitment.

 

Compliance and ad-hoc service fees on the other hand refer to each individual services provided by the company secretary, similar to add-ons.


Roles & Responsibilities of a Company Secretary

Some main roles and responsibilities that a company secretary in Malaysia oversees include: 

– Ensuring your company remains compliant with Companies Act 2016.

– Making sure company details are up to date

– Acting as advisory on registration and governance of company

– Documentation of meeting minutes and resolutions

– Coordinating with Directors and Shareholders

– Lodgment of Annual Reports and Audited Financial Statements requested by SSM

 

 

How to Appoint a Company Secretary?

For newly established companies, to appoint a company secretary, the following steps can be easily followed: –

i. Within 30 days from date of incorporation, the company MUST appoint a company secretary

ii. During Board Meetings, ensure that the Board Resolution for appointment of company secretary is signed.

iii. Upon confirmation of company secretary, ensure the necessary corporate details are updated with SSM.

 

To appoint a company secretary in Malaysia, you will need to adhere to the following steps: –

  • i.     Provide your essential company details
  • ii.    Verification of Directors and Shareholders identity via KYC (e-         KYC is also applicable)
  • iii.   Confirm appointment of new company secretary and                         resignation of existing company secretary
  • iv.   Signage of necessary Board resolutions for appointment and           resignation
  • v.   Signage of Board resolution to change registered address
  •  

With that settled, now the most part important part is choosing the right company secretary!

 

So, if you’re looking…

Look no further than the company secretary near you, Incorp! With 38 successful years of dealing in company secretarial matters in Malaysia, our team of professional company secretaries are highly effective and knowledgeable in ensuring that your company’s corporate needs are met both timely and compliantly.

 

 

Feel free to keep in touch should you have any further queries via:

Email: secretarial@elegant.com.myWhatsApp: 017-2727118

 

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