When it comes to legal compliance, a company is required to comply with the Companies Act 2016 and other applicable legislation to run a business in Malaysia. But the directors in the company are usually busy managing the company’s business and have other important matters and duties to attend to. Therefore, they may not have the time, capacity or the technical knowledge to attend to the administrative matters in a company. This is where the role of a company secretary steps in.
A company secretary is appointed to take charge of the administrative matters of the company (which helps to ease the burden of the directors tremendously!). It is also a statutory requirement under section 235 of the Companies Act for every company to appoint at least one company secretary to handle the administrative matters of the company. Read more about the role and responsibilities of a company secretary here.
However, what if you are unhappy with the work provided by your company secretary? What do you do about it? Can you switch to another one? Yes, absolutely! It is quite common to change company secretary. All you have to do is to follow some simple steps laid out here.
1. Board of directors has the power to remove a secretary from his office any time
The company secretary is recognised in law as a company officer which is appointed by the board of directors through a board meeting or through passing a board resolution. As such, the board of directors has the power to remove a secretary from his office any time as they wish. However, it should be noted that such removal must be done in accordance with the terms of the secretary’s appointment or the constitution of the company.
So, how is this removal process normally carried out? In practice, the company secretary is requested by the board to tender his/her resignation as a company secretary and the board will then appoint a new company secretary to replace the existing one. The company should also settle all the outstanding invoices owed to the existing secretary.
2. Office of the company secretary cannot be left vacant for more than 30 days
A company must always keep in mind that the office of the company secretary cannot be left vacant for more than 30 days at any point in time. What this means is that there should be a new secretary appointed to replace the secretary’s position within 30 days after removing a secretary or receiving notice of resignation.
In practice, the removal of an existing secretary and the appointment of a new secretary will usually happen simultaneously. Thus, it is important for the board of directors to remember that there cannot be a period for more than 30 days where a company runs a business without a company secretary. Failing to comply with this may result in the company being fined up to RM50,000.
3. Find and appoint a new company secretary
Always remember that prior to changing a company secretary, the board of directors should find a qualified and suitable company secretary candidate and inform him/her that the board would like to appoint him/her as the new company secretary and the new secretary must decide whether he/she wants to accept the appointment in writing.
4. Preparing relevant documents needed to make the switch
Next, ask the new company secretary to prepare the relevant documents for the appointment of new company secretary and the change of registered address (if the company uses secretary’s address as the registered address). The new secretary will submit the details of the new company secretary to the Registrar of Companies and collect all statutory and company documents from the office of the existing secretary.
Done! It’s that simple.
At MISHU, we provide company secretarial services to new and existing businesses. Switching to us is as easy as switching your mobile data plan, and you will get to enjoy many perks and benefits as our clients.
Ready to change company secretary? Find out more about the switch here.
The view expressed in this article is intended to provide a general guide to the subject matter and does not constitute professional legal advice. You are advised to seek proper legal advice for your specific situation.