Can my Sdn Bhd appoint more than one (1) company secretary ?

Recently we encountered a question raised by Company Director asking whether Sdn Bhd can appoint more than 1 secretary for the company.

Section 235(1) of the Companies Act (CA) 2016 states that a company shall have at least 1 secretary. This means there is no prohibition to appoint more than 1 person to act as secretary for the company.

CA only prohibition this person to act in dual capital (ie as secretary and at the same time as a director) under Section 242 of CA2016 to avoid authorisation by the same person.

Additionally, the company cannot simply appoint anyone to act as the secretary.

There are requirements to be fulfilled before the appointment and the requirements are listed below:

I) Basic

a) a natural person;

b) age 18 years old and above; and

c) citizen or permanent resident of Malaysia who resident and having a principal address of residence in Malaysia

II) Qualification/ Professional requirement

a) a member of a body listed in the Fourth Schedule of CA2016; or

b) a person licensed under Section 20G of the Companies Commission of Malaysia Act 2001.

Who is responsible to appoint a company secretary?

Company Directors may not have a full understanding of the technical knowledge in compliance according to the act. Hence, he requires the assistance of a qualified person to attend to compliance matters.

Therefore, the secretary holds an official role in the company and is also an officer under Section 2 of the CA 2016.

This means the secretary is binding to the company. He/ she is required to play his/ her role as administrator to maintain the registered record with the Registrar of Company according to the act.

When to appoint a company secretary?

Within 30 days from the date of incorporation with written consent from the Company Secretary as stated in Section 236(2)&(3) of CA2016.

The appointment of a subsequent company secretary is made by the Board of Directors depending on the terms and conditions of such appointment.

Generally, Sdn Bhd may choose to have more than 1 company secretary.

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