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9 Questions To Ask Before Appointing A Company Secretary In Malaysia

As a new owner or director of a newly incorporated Sdn Bhd, one of your responsibilities is to appoint a Company Secretary to advise you on statutory compliance matters.

The reality is that most business owners do not want to be bogged down with the details of various regulations. So long as the company is on the right side of the law, their focus is on growing the business and fulfilling their duties to shareholders. 

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Typical Monday morning of a director.

A good Company Secretary is not just an expert on statutory compliance, but someone who understands the function they play in supporting the business owner / director and the business as a whole. 

Who appoints the Company Secretary?

The appointment of a Company Secretary is the responsibility of the company director. Without experience, it can be challenging to hire the right candidate for such a crucial role.

That’s why we’ve put together a series of nine questions for you to ask your next potential Company Secretary. 

The questions cover key aspects of a Company Secretary’s experience, legal responsibilities, compliance knowledge, and practical skills. Together, they provide a foundation for evaluating the candidate’s qualifications and suitability for your Sdn Bhd.

9 questions to ask a potential Company Secretary

Not to worry, after each question is a short sample answer to show you what to look out for, so along the way, you learn more about the responsibilities of a Company Secretary.

1. Can you give an overview of your past handling compliance for Malaysian companies?

Ideal answer: My experience involved making sure the business followed regulations, filing documents with SSM, organising shareholder meetings and taking minutes, and keeping an eye on changes in company law. I work with internal teams and external stakeholders to enforce compliance processes across the organisation.

2. What is your understanding of a Malaysian Company Secretary’s legal responsibilities?

Ideal answer: I understand that I have a legal responsibility to carry out my duties and can be held responsible in cases of fraud or negligence. 

This includes maintaining statutory records, facilitating board meetings and general meetings, ensuring accurate and timely filing of statutory documents, assisting with the preparation of annual financial statements and reports, and advising on corporate governance.

3. Besides the Companies Act 2016 any other legislation you’re familiar with?

Ideal answer: It really depends on what industry and line of business you are in, as the Companies Act is one of the few with broad applications. One such act is the Personal Data Protection Act 2010 which regulates the processing of personal data in commercial transactions.

4. Can you describe how you ensure compliance with requirements and deadlines?

Ideal answer: I follow a structured approach. This includes maintaining a detailed compliance calendar, reviewing regulatory updates, conducting audits, and collaborating closely with relevant stakeholders. I promise to send you reminders of upcoming obligations and their deadlines with ample time to prepare.

5. How do you stay updated on changes affecting Company Secretarial functions?

Ideal answer: I regularly review updates from (SSM) and other relevant authorities. I’m also subscribed to legal and regulatory newsletters, and I actively participate in professional networks and social media groups.

6. Any examples of situations where you identified issues in previous roles and how you resolved them?

Situational, but here’s a common problem and the corresponding solution:

I noticed discrepancies in the filing of annual returns and statutory documents in the business. I conducted an internal audit, identified the causes, implemented improvements, and ensured accurate filings were made with SSM before the annual deadline.

7. Are you experienced in drafting and reviewing legal documents?

Ideal answer: Yes, throughout my career, I have prepared various legal documents, such as resolutions, minutes of meetings, contracts, and agreements. The topics range from share transfers to mergers and change in directorship.

9. How would you handle preparations for an annual board meeting?

Before meeting: Review last year’s meeting minutes and action points to identify any pending matters. Then, work with relevant departments to gather reports, financial statements, and updates on key projects. Also, ensure board members receive the meeting agenda and relevant documents well in advance. 

During meeting: Facilitate discussions, keep minutes, and document decisions made.

After meeting: Update shareholders on meeting outcomes and follow up on action items.

How to change your Company Secretary

Say you’ve already appointed a Company Secretary without asking any of these questions.

Upon asking, you realise your secretary is an absolute sloth.

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Compliance is important, but naps come first.

While we have nothing against sloths personally, we don’t remember the last time a successful business owner cited slow Secretarial services as a key factor of success. 

If you are suffering from appointing a substandard Company Secretary, consider switching to MISHU’s Company Secretarial plans. Our team is staffed by qualified and experienced professionals, and our digital-first approach means no unnecessarily delayed responses.  

We make it super easy to switch too – just fill in a form and we’ll handle the rest!

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