A handful of times back, I received an inquiry from a few working girls who desired to undertaking into some organization. They desired to locate out about info about setting up a non-public constrained company or Sdn Bhd. One particular extremely intriguing query from them was “Why do we want a Business Secretary?”
From that moment on, I am rather positive numerous folks out there are very curious about the same concern and right here, I would like to share with you, the obligations and tasks.
The Corporate Secretary
Each limited firm should have a minimum of one Organization Secretary, in accordance to Section 139 of the Businesses Act, 1965. The its appointment is decided by the administrators of the firm.
To qualify as company secretary software , he or she must be either a member of a skilled physique authorized by the Ministry, or a accredited secretary granted by the SSM. Further, the person should not be a bankrupt and is not convicted of any offence beneath Part one hundred thirty (1) of the Businesses Act.
Statutory obligations of a Firm Secretary
His/her statutory duties as necessary by the Organizations Act are typically as follows:-
1. Has to be current at all business meetings and recording minutes of the assembly. In this context, organization meetings are mostly referred to directors’ and shareholders’ conferences. Operational conferences do not call for a business secretary’s attendance.
2. Hold and keep all the statutory guides and documents of the firm, ie. Minutes e-book, register e-book, share register etc.
3. Guarantee appropriate submitting of all needed returns with SSM this sort of as yearly return, types and so on.
four. Concern notices of meetings to shareholders as directed by the board of administrators.
five. Approach share transfers documentations and recordings.
6. Countersign essential firm files and certifying documents for specified matters this kind of as banking issues and so on.
seven. Guarantee safe custody of company seal.
Liabilities of a Firm Secretary
Offered the fact that a organization secretary is an officer of a organization, identical as the directors, he or she has fiduciary duties to carry out for the business. He or she is needs to act honestly and in good religion.
He/she is personally liable to legal charges is he or she commits wrongful acts, and can also be penalized with a wonderful. Wrongful act is as simple as failure to lodge the yearly return to SSM.