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Answer: The company secretary plays a crucial role in ensuring that the company operates in accordance with the law, maintains good corporate governance practices, and communicates effectively with shareholders and regulatory authorities.

Here are the main reasons you need one, especially for a private limited company (Sdn. Bhd.):

• Legal Compliance: Ensures the company adheres to all relevant laws and regulations, including annual report submissions and SSM compliance.
• Documentation and Records: Manages important company documents, such as the memorandum, articles of association, and accounting books.
• Meeting Management: Assists in organizing director and shareholder meetings, including notices, minutes, and ensuring decisions are lawful.
• Official Communication: Acts as the official liaison between the company and authorities like the Malaysian Companies Commission (SSM).
• Administrative Advisor: Provides advice on company structure, legal compliance, and other administrative matters to directors and shareholders.

• The timing of when to appoint a company secretary can vary depending on your business’s circumstances. In many cases, it’s advisable to appoint a company secretary at the time of incorporation or shortly thereafter to ensure compliance with legal requirements from the outset. However, if your business grows or becomes more complex over time, you may choose to appoint a company secretary later to meet evolving needs.

Answer: While both roles involve administrative duties, a company secretary is a specific position within a company that carries legal and regulatory responsibilities related to corporate governance and compliance, whereas a secretary is a more general administrative support role that may exist in various organizational settings.

1. Company Secretary:

• A company secretary is a specific role within a company, often a corporation or a large organization.
• The company secretary is typically a senior officer who is appointed by the board of directors or management team.
• The primary responsibilities of a company secretary revolve around legal and regulatory compliance, corporate governance, and administrative duties related to the company’s operation.
• The company secretary ensures that the company complies with relevant laws and regulations, maintains accurate records, and facilitates communication between the board of directors, shareholders, and regulatory authorities.

2. Secretary:

• A secretary, on the other hand, is a more general term that can refer to various administrative support roles in different contexts.
• In a corporate setting, a secretary may refer to an administrative assistant or support staff member who assists with routine administrative tasks such as answering phones, scheduling appointments, managing correspondence, and maintaining office supplies.
• Secretaries in this context typically work under the direction of managers, executives, or other professionals within the organization and may have a wide range of responsibilities depending on the needs of the department or team they support.
• While some secretaries may also assist with certain administrative tasks related to corporate governance or compliance, they do not necessarily have the specialized knowledge or legal responsibilities associated with the role of a company secretary.

Answer: To register a Sdn. Bhd. (Private Limited Company) in Malaysia, you need:

1. Minimum of one director and one shareholder: The director must be at least 18 years old and residing in Malaysia.
2. Company Name: Approval of the proposed company name by the Companies Commission of Malaysia (SSM).
3. Registered Address: A physical address in Malaysia for the company’s office.
4. Capital Contribution: Minimum paid-up capital (usually RM1).
5. Statutory Declaration: Forms and declarations completed and signed by the directors and shareholders.

Answer: Consulting with your company secretary is essential for various matters related to legal compliance, corporate governance, and administrative management. Here are some key areas where you may need to seek guidance from your company secretary:

1. Legal Compliance:

• Understanding and complying with relevant laws, regulations, and statutory requirements applicable to your business.
• Ensuring proper documentation and filings with government authorities, such as annual returns, financial statements, and other regulatory submissions.
• Addressing legal issues or concerns that may arise in the course of business operations, such as contracts, intellectual property rights, or disputes.

2. Corporate Governance:

• Organizing and facilitating board meetings, including preparing agendas, minutes, and resolutions.
• Providing advice and guidance to the board of directors on their legal and fiduciary responsibilities, corporate governance best practices, and compliance with the company’s constitution and relevant laws.
• Managing conflicts of interest, disclosure requirements, and other governance-related matters.

3.Company Administration:

• Maintaining accurate and up-to-date records of company meetings, resolutions, shareholders, and other statutory registers.
• Handling administrative tasks related to changes in the company’s structure or officers, such as appointments or resignations of directors or company secretaries.
• Managing communication and correspondence between the company’s management, shareholders, regulatory authorities, and other stakeholders.

4. Risk Management:

• Identifying and assessing risks to the company’s operations, including legal, regulatory, financial, and reputational risks.
• Developing and implementing policies and procedures to mitigate risks and ensure compliance with relevant laws and regulations.
• Advising on insurance coverage, risk mitigation strategies, and crisis management plans.

5. Strategic Planning:

• Providing input and advice on strategic decisions and initiatives that may have legal or regulatory implications, such as mergers and acquisitions, restructuring, or expansion into new markets.
• Ensuring that strategic plans align with legal requirements, corporate governance principles, and the company’s overall objectives.

6. Communication and Disclosure:

• Ensuring timely and accurate communication of information to shareholders, regulatory authorities, and other stakeholders, as required by law or corporate policies.
• Advising on disclosure requirements, including financial reporting, announcements, and other disclosures to the public or regulatory bodies.