Company Secretary 2

In our previous post Company Secretary 1, we have discussed about the statutory requirement of appointing a company secretary and his appointment, resignation and removal. In this post, the focus shall be on the qualification of a company secretary.

Who Can Be Company Secretary?

Generally, any natural persons of 18 years old and above who have a place of residence in Malaysia can become a company secretary for companies incorporated in Malaysia provided that he fulfils the statutory qualification under the Companies Act 1965.

The Companies Act 1965 does not prohibit the company director to also hold the position of company secretary if he fulfils the statutory qualification. However, a person holding the position of a director and company secretary in the same company cannot act simultaneously in a single event e.g. where a document is required to be executed by the company’s director and secretary, such person must choose to execute the document either as a director or company secretary. For such reason, it is impractical for the director to also hold the position of company secretary.

Statutory Qualification

The statutory qualification imposed by the statute in order to be a company secretary is as follows:-

He/she is a member of any professional body prescribed by the Minister of Domestic Trade & Consumer Affairs published in the Gazette; or

He is licensed by the Registrar of Companies to act as a company secretary.

As of the date of this post, the members of the following professional body are qualified to act as a company secretary:-

• The member of Malaysian Institute of Chartered Secretaries & Administrators;
• The Malaysian Institute of Accountants;
• The Malaysian Institute of Certified Public Accountants;
• The Malaysian Association of Company Secretaries; and
• Any advocate and solicitors holding a valid practising certificate issued by the Malaysian Bar, Sabah Law Association or the Advocates’ Association of Sarawak.

A person can also make an application to the Registrar of the Companies to obtain a licence to act as a company secretary. The applicant must fulfil minimum qualification in order to apply for such licence. The minimum qualifications are as follows:-

Possess Sijil Pelajaran Malaysia or equivalent with minimum credit in Bahasa Malaysia or English; and

Minimum working experience relating to company law matters or secretary firm in Johor Bahru. The minimum working experience may vary with the applicant’s qualification.

Statutory Disqualification

Even though a person may have fulfilled the abovementioned qualification, the Companies Act 1965 also provides for the circumstances where a person is disqualified by statute from acting as a company secretary. The statutory disqualifications are as follows:-

• He is an undischarged bankrupt;
• He ceases to be the member of the professional body recognise to act as company secretary;
• He ceases to be a holder of a valid licence issued by the Registrar of Companies; and
• He is convicted for any offence related to the promotion, formation or management of a corporation, any offence involving fraud or dishonesty which carries a punishment of imprisonment for 3 months or more or any offence under Section 132, Section 132A or Section 303 of the Companies Act.