TUTORIAL TOPIC : COMPANY SECRETARY

QUESTION 1
Lina Surihani works as file keeper in one of the secretarial and business management
services. She is interested in becoming a company secretary. She graduated with a Diploma
in Accounting but due to financial constraint, she is not able to further her study.

a) Advise Lina Surihani on how she may become a company secretary without furthering
her study.

According to the Section 235, the Act states that a person cannot act as a secretary of
a company unless he/she is a member of a body as set out in the Fourth Schedule of
the Act. Thus, Lina Surihani can pursue professional examinations offered by the
Malaysian Association of Company Secretaries (MACS). These exam will allow her to
gain the necessary qualifications without requiring further formal education.

b) Outline the procedures that Lina Surihani should follow in order to become a company
secretary in Malaysia.

To become a company secretary in Malaysia, Lina Surihani, with a Diploma in

Accounting, can follow specific procedures outlined by the Companies Commission of
Malaysia (SSM). Firstly, she needs to ensure she meets the eligibility criteria, which
includes being 18 years or above, a citizen or permanent resident of Malaysia, and a
member of a prescribed professional body as set out in the Fourth Schedule of the
Companies Act 2016. Secondly, she must consent in writing to be appointed as a
secretary, be qualified under the specified regulations, and not be disqualified under
relevant sections of the law.

Next, Lina should gather the necessary documents for the application, which typically
include an application form for a Company Secretary's License, a photocopy of her
NRIC or identity card, a recent passport size photograph, certificates related to her
academic qualifications, documents showcasing her working experience in secretarial
practice, a referral letter from an employer or contact person from the past five years,
and the processing fee of RM350.00.

After preparing these documents, Lina should lodge them with the Companies
Commission of Malaysia (SSM) for the application process. By following these steps,
Lina can initiate the process of becoming a company secretary in Malaysia, leveraging
her existing qualifications and experience in accounting to pursue this career path
without the need for further formal education.
QUESTION 2
Yusof is one of the company secretaries in Maju Berhad. His license will expire on 25 March
2021. Briefly explain the effect if Yusof failed to renew his company secretary’s license.

If Yusof, one of the company secretaries in Maju Berhad, fails to renew his company
secretary's license after it expires on 25 March 2021, it would have significant implications. In
Malaysia, company secretaries play a crucial role in ensuring compliance with legal and
regulatory requirements. Failure to renew the license would render Yusof ineligible to act as a
company secretary, leading to legal non-compliance for Maju Berhad. This could result in
penalties, fines, or even legal actions against the company for operating without a qualified
company secretary. Additionally, the company's ability to fulfill its statutory obligations, such as
filing necessary documents with regulatory authorities, could be compromised, potentially
affecting its reputation and standing in the business community.

QUESTION 3
Mr. Roy currently is a company secretary of Ceria Sdn Bhd. He later appointed as a director
of the company. Can Mr. Roy sign any documents on behalf of the company? Justify your
answers.

Mr. Roy, who is currently a company secretary of Ceria Sdn Bhd and later appointed as a
director of the company, can sign documents on behalf of the company under certain
conditions. According to the Companies Act 2006, a company can sign documents in different
ways. If Mr. Roy is the sole director and secretary, he can sign documents on behalf of the
company. However, if there are two directors, it is required that two authorized signatories sign
the document, which can include a director and a company secretary. In the case of a sole
director, that director can sign the document. It is crucial to ensure that Mr. Roy has the express
or implied authority to sign on behalf of the company, and it is advisable to follow the proper
procedures outlined in the Act to ensure the validity and enforceability of the documents.

QUESTION 4
Eclairs Consultant Services (ECS) Sdn. Bhd. is a corporate secretarial agency that provides
secretarial services. Occasionally, the agency encounters issues with some of their clients and
employees who do not comprehend the duties of a company secretary as required by the
Companies Act 2016.

Required:

a) ECS Sdn Bhd received a letter from a client, ScoopBDu Sdn Bhd, expressing
displeasure with the secretarial services supplied by Sanju Sanjay, one of ECS Sdn
Bhd's company secretaries. They demanded that Sanju be removed and a new
corporate secretary be appointed in his place. Advise ScoopBDu Sdn Bhd about the
processes for removing and replacing a corporate secretary.

ECS Sdn Bhd is a corporate secretarial agency that provides secretarial services. One
of their clients, ScoopBDu Sdn Bhd, has expressed dissatisfaction with the services
 provided by Sanju Sanjay, a company secretary from ECS Sdn Bhd. The client has
demanded that Sanju be removed and a new corporate secretary be appointed in his
place. In response to this, ECS Sdn Bhd should advise ScoopBDu Sdn Bhd about the
processes for removing and replacing a corporate secretary.

According to the Companies Act 2016, every company must appoint at least one or
more company secretaries, each of whom must be a natural person of full age and a
citizen or permanent resident of Malaysia who ordinarily resides in Malaysia. To
remove a company secretary, the company must follow the rules set out in the
Companies Act 2016 and the company's articles of association. The directors of the
company have the authority to approve the removal of a company secretary, unless
the articles of association state otherwise.

To remove a company secretary, the board of directors should pass a resolution to

remove the secretary, which should be recorded in the minutes of the meeting. A copy
of these minutes should be kept at the company's registered office address or Single
Alternative Inspection Location (SAIL). If the decision is taken by written board
resolution, the company must also retain a copy of the resolution at its registered office
or SAIL address for a minimum period of 10 years and circulate a copy to every director.

Once the existing company secretary has been removed, the company can appoint a
new secretary. The appointment of the first secretary shall be made within thirty days
from the date of incorporation of a company. The Board shall appoint a secretary and
determine the terms and conditions of such appointment. To appoint a new company
secretary, the company should locate a licensed company secretary who is qualified
to perform their duties.
(4 marks)

b) For the past few months, the directors of Sri Mewah Sdn Bhd, one of ECS Sdn Bhd's
clients, have been unable to be reached. Ramli, the company secretary in charge of
the client's file, has stated his decision to resign from his position as secretary at Sri
Mewah Sdn Bhd with immediate effect. Describe the clauses in the CA 2016 that allow
Ramli to resign as company secretary.

Ramli, the company secretary in charge of Sri Mewah Sdn Bhd's file, can resign as a
company secretary under section 237 of the Companies Act 2016. Section 237(1) of
the Act states that a secretary may resign from his office by giving notice to the board
of directors of the company. The resignation will take effect upon the expiry of thirty
days from the date of the notice lodged or the period specified in the constitution or the
terms of appointment, as the case may be.

If Ramli decides to resign, he should follow the procedures outlined in section 237 to
ensure a smooth transition. He may lodge a copy of the notice accompanied by a
declaration in the Appendix to the Registrar if he is of the view that his resignation may
not be notified to the Registrar. The secretary is no longer allowed to lodge any
document on behalf of the company or the directors after he ceases to be the secretary
of the company.
If the resigning secretary is the only secretary, the appointment of a new secretary
must be effected within thirty (30) days from the day the office of the secretary becomes
vacant to comply with the requirement under section 240 of the Companies Act
2016[1]. In the case where there is no update made by the company pursuant to
section 58 of the Companies Act 2016, the secretary's name will still remain in the
register and be reflected in the corporate profile of the company. However, if the
secretary has lodged the copy of the resignation notice of the secretary with the
Registrar, it will be made available to any person upon payment of the prescribed fee.

(6 marks)
(Total: 10 marks)