Notification of Change in the Register of Secretaries in Malaysia

Notification of Change in the Register of Secretaries Malaysia | Bestar

Malaysia Secretary Change Notification Process

In Malaysia, notifying the Suruhanjaya Syarikat Malaysia (SSM), the Companies Commission of Malaysia, of a change in the register of secretaries is a mandatory compliance requirement under the Companies Act 2016 (CA 2016).

Here's a breakdown of the process and key considerations:

1. Legal Basis:

• Section 58 of the Companies Act 2016: This section governs the "Notification of change in the Register of Directors, Managers and Secretaries." It requires companies to notify the Registrar of any changes within a specified timeframe.

  
  

• Section 237 of the Companies Act 2016: This section deals with the resignation of a secretary.

  
  

• Section 240 of the Companies Act 2016: This section mandates that a company must always have at least one qualified company secretary. The office of the company secretary cannot be vacant for more than 30 days.

2. Reasons for Change: Common reasons for a change in company secretary include:

• Resignation of the existing secretary.

• Removal by the Board of Directors (subject to the terms of appointment and company constitution).

• Dissatisfaction with performance or fees.

• Appointment of a new secretary.

3. Key Steps for Notification of Change:

• Board Resolution: The Board of Directors must pass a resolution to approve the cessation of the existing secretary and the appointment of the new secretary. This resolution should clearly state the names and details of both the outgoing and incoming secretaries.

  
  

• Appointment of New Secretary:

  
  

  • The new secretary must be a natural person of full age (at least 18 years old) and have their principal or only place of residence in Malaysia.

  • They must be a member of a professional body prescribed by the Minister or licensed by the Registrar of Companies (SSM).

  • The new secretary must provide written consent to act as the company secretary.

    
    

• Preparation of Documents:

  
  

  • Form (or Section) 58: Notification of change in the Register of Directors, Managers and Secretaries. This is the primary form used to inform SSM of the change. It covers changes in particulars, new appointments, and cessations for directors, managers, and secretaries.

  • Board Resolution (as mentioned above).

  • Letter of resignation from the outgoing secretary (if applicable).

  • Letter of appointment acceptance from the new secretary.

    
    

• Lodgement with SSM:

  
  

  • The completed Section 58 form, along with supporting documents (like the board resolution), must be lodged with SSM.

  • The lodgement can often be done online through the MyCoID portal or physically at an SSM office.

  • Timeframe: The company must notify the Registrar within 14 days from the date the change (cessation or appointment) takes effect. Failure to comply can result in penalties.

    
    

• Handover of Documents: The outgoing company secretary is required to hand over all statutory documents, company seal, and statutory books to the newly appointed secretary.

4. Important Considerations:

• Continuity: It is crucial to ensure a smooth transition and that the company secretary position does not remain vacant for more than 30 days, as this can lead to fines.

  
  

• Qualifications: Always ensure the newly appointed secretary meets the eligibility criteria set out in the Companies Act 2016.

  
  

• Outstanding Fees: It's common practice to settle any outstanding fees owed to the existing secretary before the handover.

  
  

• Secretary's Resignation in Difficult Circumstances (Section 237(2) CA 2016): If the secretary cannot communicate with the directors, they may notify the Registrar of their intention to resign. The resignation takes effect 30 days from the date of such notice to the Registrar.

It is highly recommended to engage a qualified company secretary or a professional firm to manage these changes to ensure full compliance with the Companies Act 2016 and avoid any penalties.

Fees

When notifying the Companies Commission of Malaysia (SSM) of a change in company secretary, there are generally two types of fees involved:

1. SSM Filing Fee: This is the direct fee charged by SSM for processing the notification form.

2. Professional Service Fee: This is the fee charged by Bestar for preparing and lodging the necessary documents with SSM, as well as handling the associated administrative tasks.

Here's a breakdown:

1. SSM Filing Fee for Form (or Section) 58 (Notification of Change):

• There is no SSM filing fee for the change of secretary.

2. Professional Service Fees (Charged by Bestar):

The cost covers the professional services provided. Here's a general idea of what to expect:

• Change of Secretary (Appointment and/or Resignation): This service ranges from RM150 to RM350 for the single event. Bestar bundles it with a "Change of Secretary and Registered Office" for a slightly higher fee (RM300 - RM350).

  
  

  • Appointment of Secretary: Around RM100 - RM250

  • Resignation of Secretary: Around RM100 - RM250

  • Keep in mind these fees cover the preparation of board resolutions, necessary forms, and the lodgement with SSM.

    
    

• Termination Processing Fee: If you are terminating the services of an existing secretarial firm, we may charge a "termination processing fee," which can range from RM300 to RM500. This covers the handover of statutory documents and closing administrative matters.

  
  

• Annual Retainer Fee: This is a separate, ongoing fee for the company secretary's services. While not directly related to a "change," it's the most significant recurring cost. This can range from RM60 to RM600 per month (RM720 to RM7,200 per year), depending on the complexity of the company, and the services included in the retainer package (e.g., handling annual returns, financial statements, resolutions).

3. Late Lodgement Penalties (Very Important!):

If the notification of change is not lodged with SSM within the prescribed 14-day timeframe, penalties will apply. These penalties are levied by SSM and are separate from any professional fees.

For a private company, late lodgement penalties for forms like Section 58 are:

• More than 7 days but not more than 3 months: RM50.00

• More than 3 months but not more than 6 months: RM100.00

• More than 6 months but not more than 12 months: RM150.00

• More than 12 months: RM200.00

For a public company, the penalties are higher.

In summary:

• Expect to pay a professional service fee to Bestar for managing the change of secretary, which includes the preparation and lodgement of documents. This could be in the range of RM150 to RM350 per event (appointment or resignation).

• Avoid late lodgement to prevent SSM penalties, which can quickly add up.

  
  

How Bestar can Help

Notification of Change in the Register of Secretaries Malaysia

Bestar plays a crucial role in helping businesses in Malaysia navigate the complexities of corporate compliance, particularly when it comes to changes in the company's secretary. Our expertise ensures that the process is smooth, compliant, and efficient.

Here's how we can help:

1. Ensuring Legal Compliance:

• Understanding the Companies Act 2016: We possess in-depth knowledge of the Companies Act 2016 and other relevant regulations (like the Malaysian Code on Corporate Governance). We stay updated on any amendments or new requirements, ensuring your company always complies.

  
  

• Preventing Penalties: By ensuring timely and accurate submission of all required forms and documents, we help companies avoid late lodgement penalties and other legal repercussions imposed by SSM.

  
  

• Eligibility and Qualification: We verify that the newly appointed secretary meets all the legal requirements for qualification (e.g., being a member of a prescribed professional body or licensed by SSM, residing in Malaysia).

2. Managing the Change Process:

• Preparing Board Resolutions: We draft the necessary Board Resolutions for the cessation of the outgoing secretary and the appointment of the new one, ensuring all legal formalities are met.

  
  

• Preparing Statutory Forms: We accurately prepare and complete the Section 58: Notification of change in the Register of Directors, Managers and Secretaries and any other required forms for lodgement with SSM.

  
  

• Lodgement with SSM: We handle the entire lodgement process with SSM, whether it's online through the MyCoID portal or physically, ensuring timely submission within the 14-day statutory timeframe.

  
  

• Consent and Resignation Letters: We ensure that formal consent to act is obtained from the new secretary and a proper resignation letter (if applicable) is received from the outgoing secretary.

  
  

• Registered Office Address: If the company's registered office address is linked to the outgoing secretary's firm, we will facilitate the change of registered office address to the new secretary's firm or another designated address, if required.

3. Maintaining Statutory Records:

• Updating Statutory Registers: We are responsible for updating the company's internal statutory registers (e.g., Register of Secretaries, Register of Directors, Register of Members) to reflect the change.

  
  

• Maintaining Company Documents: We ensure that all important company documents, including the company constitution, minute books, and financial statements, are properly maintained and updated.

  
  

• Handover Process: We facilitate a smooth handover of all statutory documents, the company seal, and any other relevant records from the outgoing secretary to the incoming secretary.

4. Advisory and Strategic Support:

• Guidance on Corporate Governance: Beyond just compliance, we can advise the board on best practices in corporate governance, helping to establish and maintain strong ethical standards and transparency within the company.

  
  

• Risk Mitigation: We help identify potential compliance issues and provide proactive measures to mitigate risks, safeguarding the company's reputation and legal standing.

  
  

• Staying Updated: We keep the company informed about changes in company law, regulatory requirements, and corporate governance trends, allowing the company to adapt swiftly.

  
  

• Ad-hoc Advisory: We can provide ad-hoc advice on various corporate matters, from share transfers and capital changes to more complex corporate restructuring.

  
  

5. Administrative Efficiency:

• Reduced Administrative Burden: By outsourcing company secretarial duties, directors can free up their time and resources to focus on core business activities, knowing that compliance matters are being handled by professionals.

  
  

• Centralized Record Keeping: Bestar uses robust systems for managing company records, ensuring accessibility and accuracy.

  
  

• Communication with Stakeholders: We can assist in communicating significant changes to relevant stakeholders, including shareholders and regulatory bodies.

  
  

In essence, Bestar acts as a vital guardian of corporate compliance and governance. Our expertise ensures that a company operates within the legal framework, minimizing risks and allowing the management to concentrate on business growth and strategy. For a change in secretary, our involvement streamlines what could otherwise be a complex and error-prone process.