COMPANY SECRETARY

INTRODUCTION
s.139
Each company must have at least one
secretary . However it can have more
than one secretary.
Function of the company secretary now
change from previos one.
Before secretary is only function as
clerk. Present secretary is consided as
hief administrative officers.
s.! "1# includes the defination of officers
which includes secretery. $lthough there
is no spesific defenation for secretary.
APPOINMENT
s.139.
First secretary must %e named in &'(.
s.139"1B#
)he office of secretary must not %e vacant for
more than 1 month.
).$. 9*.
)he term of oppoinment determine %y Board and
+irector.
s. 139 "3#.
,ecretary are oppointed %y director "is resolution
of Board and +irector#. ,ecretary can %e remove
%y +irector as resign.
$ person can %ecome secretary for more than
one company.
s. 1!1.
ompany must keep a -egister which contain
the full detail of secretary.
s.1!1".#
i. ompany is re/uired to lodge a
return to -egister within 1 month
as regard to the register of
secretary which contain particular
of secretary.
ii. 0ithin 1 month lodge a return full
detail of secretary.
iii. 1f ceased to %e director or
secretory must notify the -egister
within one month.
CAPACITY OF SECRETERY
s.139 "1# .
2atural person of full age .
1f more than one secretary each of them
must named the principal as resident in
&alaysia.
s.139 "3# .
-esident secrretary is re/uired to %e in
the registerd of office of the company
during office hours.
s.139 $.
Provide the re/uirement how to %ecome
a secretery 3
1. mem%er of proffesional %ody or any
%ody licence
%y the registrar of the company.
s.139 .
Person who are dis/ualified cannot %e
secretery.
i .undischarged %ankrupt
ii .various offences.
1ii. 2o longer a mem%er of %ody
prrescri%e %y &inister under s. 139 B.
no licence.
FUNCTION OF SECRETERY
)heir role had change from previous
one. )he nature
of the duties depends on a company
%y $rticles 4 $ct4 ondition and
$ppointment.
s. 356 "3#.
$ny officers includes secretery
default knowingly the function.
General Funtion
register 'ffice.
lodgement and return "s.1!1#.
lodgement and company annual
return.
)he following are some of function
" not e7haustive#.
1. to carry out function.
8. 2ecessary register to %e kept
%y $ct.
3. $ll return.
!. )o organi9e or attend
meetings.
*. )o %e converse in meeting
proceeding.
.. :eep $;.
5. ,upervise share apital.
$rticle also impose funtions of
secretery.
).$ $ct 9.. < if a document is seal it
must %e sign %y director and countr
sign %y secretery.
s.356 "3#.
$ny default. For e7amle accounting
default.
DEFECTIVE APPOINTMENT.
s.185
$cts of +irectors 4 &anager or ,ecretery is
valid not notwithstanding==
).$. art >9.
,imilerly validate the act of director or
secretery.
s.3**.
)he ourt also has the discretion to validate
the act.
s. 185 ? s. 3** only validate the act of
,ecretary ;directors %ut does not validate the
appointment
s. 18!"3# ? )$ 58 office of drectors;secretary
is vacated
Morris v Kansen
s. 185 validates the act of who is appointed
%ut it does not validate a person who is not
%een appointed or who is appointed %ut term
is e7pired.