In addition to monitoring and ensuring compliance with relevant legal requirements, a Malaysia company secretary also has the following responsibilities:

1. Board Meetings

A company secretary is responsible for organising and managing board meetings by preparing agendas with the chairman or CEO, attending meetings, recording accurate minutes, maintaining minute books, and certifying resolutions. This ensures that all board decisions are properly documented and comply with Malaysian company law.

2. General Meetings

Preparing, reviewing, and obtaining internal and external approvals for all documents circulated to shareholders. Coordinating the administration and attendance of general meetings, accurately recording minutes, and ensuring all meetings are conducted in accordance with statutory and procedural requirements.

3. Company Constitution

Ensuring the company operates in full compliance with its constitution, including drafting, adopting, and incorporating amendments through the correct legal and approval procedures.

Maintaining Statutory Registers and SSM Fillings:

Statutory Returns and Notifications

Managing timely filings and updates with SSM, including:

• Any changes in the director(s) of a company or particulars relating to the director(s)
• Changes to a director’s name or residential address
• Removal from office by the Malaysian Companies Act or the constitution
• Disqualification from holding office
• Appointments/resignations/deaths
• Annual return
• Change of company name
• Adoption, alteration and revocation of the constitution
• Issue of shares
• Any other changes that require updating with SSM

Report and Financial Accounts

Coordinating the publication and distribution of the company’s annual report, accounts and interim statement, and the preparation of the directors’ report.

Share Registration and Shareholding Matters

Maintaining the company’s register of members, dealing with transfers and other matters affecting shareholdings and dealing with queries and requests from shareholders after registering company.

Shareholder Communication

Communicating with shareholders (i.e., through circulars), paying dividends and interest, issuing documentation regarding rights issues and capitalisation issues, managing general shareholder relations, and liaising with institutional shareholders and their investment protection committees.

Shareholder Monitoring

Monitoring changes within the register of members to identify an apparent ‘stake-building’ in the company’s shares by potential takeover bidders and making enquiries of members as to beneficial ownership of holdings.

Share and Capital Issues, Transfers and Restructuring

Implementation of changes in the structure of the company’s share and loan capital and devising, implementing and administering directors’ and employees’ share participation schemes.

Acquisitions and Disposals

Participating as a key member of the company team established to implement corporate acquisitions and disposals, protecting the company’s interests by ensuring the effectiveness of all documentation and that due diligence disclosures enable proper commercial evaluation before completion of a transaction.

Corporate Governance Advisory

Reviewing developments in corporate governance and advising and assisting the directors concerning their duties and responsibilities, compliance with their obligations under company law and, if applicable, Stock Exchange requirements.

Support for Non-Executive Directors

Acting as a communication channel between the company and non-executive directors by providing timely information and governance support.

Company Seal Management

Ensuring the safe custody and proper use of the company seal where required under the company constitution and Malaysian legal framework.

SSM Compliance Alert and Reminders

KKHO Accounting Malaysia provides proactive compliance alerts and statutory filing reminders to help companies meet SSM deadlines and avoid penalties.