A couple of days ago, I received an inquiry from a couple of operating girls who desired to enterprise into some company. They needed to uncover out about details about setting up a private limited business or Sdn Bhd. A single very exciting question from them was “Why do we need a Organization Secretary?”
From that minute on, I am quite sure many people out there are very curious about the very same question and below, I would like to share with you, the obligations and duties.
The Company Secretary
Each and every limited company should have a minimum of a single Firm Secretary, in accordance to Segment 139 of the Companies Act, 1965. The its appointment is made the decision by the directors of the firm.
To qualify as a Firm Secretary, he or she have to be either a member of a specialist physique approved by the Ministry, or a certified secretary granted by the SSM. Even more, the man or woman must not be a bankrupt and is not convicted of any offence beneath Part 130 (one) of the Organizations Act.
Statutory duties of a Firm Secretary
His/her statutory responsibilities as necessary by the Firms Act are usually as follows:-
one. Has to be current at all organization conferences and recording minutes of the assembly. In this context, business meetings are mainly referred to directors’ and shareholders’ meetings. Operational meetings do not call for a business secretary’s attendance.
2. Maintain and sustain all the statutory books and information of the organization, ie. Hong Kong company secretary software guide, sign-up book, share sign-up and many others.
three. Guarantee proper submitting of all needed returns with SSM this kind of as yearly return, forms and so on.
4. Issue notices of meetings to shareholders as directed by the board of directors.
five. Approach share transfers documentations and recordings.
six. Countersign important organization paperwork and certifying documents for specific matters these kinds of as banking matters and many others.
seven. Make certain protected custody of organization seal.
Liabilities of a Business Secretary
Offered the fact that a company secretary is an officer of a firm, exact same as the directors, he or she has fiduciary obligations to complete for the firm. He or she is needs to act truthfully and in great faith.
He/she is individually liable to prison charges is he or she commits wrongful functions, and can also be penalized with a fine. Wrongful act is as basic as failure to lodge the annual return to SSM.