What r the formal prov in appointing a co sec

What are the formal provisions for appointing a secretary?

The Companies Act does not define the term “secretary” but Table A interprets “secretary” as meaning “any person appointed to perform the duties of a secretary” (Article 1, Fourth Schedule of the Companies Act).

Although the term has no statutory definition there is nonetheless, in Section 139(1) (CA), a provision that every company must have one secretary and may have more than one. The name of the first secretary should be stated in either the memorandum or articles (sec. 139(1A) (M’sia)).

Each secretary must be a natural person, is of full age (i.e. a corporation cannot serve as secretary) and at least one secretary must reside in Malaysia (Section 139(1) of CA).

The secretary must be appointed by the directors (Section 139(3) of CA) and the name of the first secretary must be stated in the company’s articles and memorandum.

Apart from fulfilling the above conditions, a secretary must also fulfils the relevant requirements as follows: (Section 139A (CA);

· is a member of a professional body which has been prescribed by the Minister; or

· is licensed to be a secretary by the Registrar; or

· was a secretary before 10 September 1992 and is not a member of a professional body as above (such a person may act as secretary only for the duration of one year from 10 September 1992, thereafter, he must obtain a licence from the Registrar if he wishes to continue acting as a secretary).

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