Company Secretary
Content
COMPANY SECRETARY
DEFECTIVE APPOINTMENT. INTRODUCTION
APPOINMENT
CAPACITY OF SECRETERY
FUNCTION OF SECRETERY
s.139 Each company must have at least one secretary . However it can have more than one secretary.
s.139. First secretary must be named in MOU.
s.139 (1) . Natural person of full age . If more than one secretary each of them must named the principal as resident in Malaysia.
Their role had change from previous one. The nature of the duties depends on a company by Articles , Act, Condition and Appointment.
s.139 (3) . Resident secrretary is required to be in the registerd of office of the company during office hours.
s. 370 (3). Any officers includes secretery default knowingly the function.
Function of the company secretary now change from previos one. Before secretary is only function as clerk. Present secretary is consided as Chief administrative officers. s.4 (1) includes the defination of officers which includes secretery. Although there is no spesific defenation for secretary.
s.139(1B) The office of secretary must not be vacant for more than 1 month. T.A. 95. The term of oppoinment determine by Board and Director. s. 139 (3). Secretary are oppointed by director (is resolution of Board and Director). Secretary can be remove by Director as resign. A person can become secretary for more than one company. s. 141. Company must keep a Register which contain the full detail of secretary. s.141(6) i.
ii. iii.
Company is required to lodge a return to Register within 1 month as regard to the register of secretary which contain particular of secretary. Within 1 month lodge a return full detail of secretary. If ceased to be director or secretory must notify the Register within one month.
s.139 A. Provide the requirement how to become a secretery : 1. member of proffesional body or any body licence by the registrar of the company. s.139 C . Person who are disqualified cannot be secretery. i .undischarged bankrupt ii .various offences. Iii. No longer a member of body prrescribe by Minister under s. 139 B. no licence.
General Funtion register Office. lodgement and return (s.141). lodgement and company annual return. The following are some of function ( not exhaustive). 1. to carry out function. 2. Necessary register to be kept by Act. 3. All return. 4. To organize or attend meetings. 5. To be converse in meeting proceeding. 6. Keep A/C. 7. Supervise share Capital. Article also secretery.
impose
funtions
of
T.A Act 96. – if a document is seal it must be sign by director and countr sign by secretery. s.370 (3). Any default. For examle accounting default.
s.127 Acts of Directors , Manager or Secretery is valid not notwithstanding…… T.A. art 89. Similerly validate the act of secretery.
director or
s.355. The Court also has the discretion to validate the act. s. 127 & s. 355 only validate the act of Secretary /directors but does not validate the appointment s. 124(3) & TA 72 office of drectors/secretary is vacated Morris v Kansen s. 127 validates the act of who is appointed but it does not validate a person who is not been appointed or who is appointed but term is expired.
DEFECTIVE APPOINTMENT. INTRODUCTION
APPOINMENT
CAPACITY OF SECRETERY
FUNCTION OF SECRETERY
s.139 Each company must have at least one secretary . However it can have more than one secretary.
s.139. First secretary must be named in MOU.
s.139 (1) . Natural person of full age . If more than one secretary each of them must named the principal as resident in Malaysia.
Their role had change from previous one. The nature of the duties depends on a company by Articles , Act, Condition and Appointment.
s.139 (3) . Resident secrretary is required to be in the registerd of office of the company during office hours.
s. 370 (3). Any officers includes secretery default knowingly the function.
Function of the company secretary now change from previos one. Before secretary is only function as clerk. Present secretary is consided as Chief administrative officers. s.4 (1) includes the defination of officers which includes secretery. Although there is no spesific defenation for secretary.
s.139(1B) The office of secretary must not be vacant for more than 1 month. T.A. 95. The term of oppoinment determine by Board and Director. s. 139 (3). Secretary are oppointed by director (is resolution of Board and Director). Secretary can be remove by Director as resign. A person can become secretary for more than one company. s. 141. Company must keep a Register which contain the full detail of secretary. s.141(6) i.
ii. iii.
Company is required to lodge a return to Register within 1 month as regard to the register of secretary which contain particular of secretary. Within 1 month lodge a return full detail of secretary. If ceased to be director or secretory must notify the Register within one month.
s.139 A. Provide the requirement how to become a secretery : 1. member of proffesional body or any body licence by the registrar of the company. s.139 C . Person who are disqualified cannot be secretery. i .undischarged bankrupt ii .various offences. Iii. No longer a member of body prrescribe by Minister under s. 139 B. no licence.
General Funtion register Office. lodgement and return (s.141). lodgement and company annual return. The following are some of function ( not exhaustive). 1. to carry out function. 2. Necessary register to be kept by Act. 3. All return. 4. To organize or attend meetings. 5. To be converse in meeting proceeding. 6. Keep A/C. 7. Supervise share Capital. Article also secretery.
impose
funtions
of
T.A Act 96. – if a document is seal it must be sign by director and countr sign by secretery. s.370 (3). Any default. For examle accounting default.
s.127 Acts of Directors , Manager or Secretery is valid not notwithstanding…… T.A. art 89. Similerly validate the act of secretery.
director or
s.355. The Court also has the discretion to validate the act. s. 127 & s. 355 only validate the act of Secretary /directors but does not validate the appointment s. 124(3) & TA 72 office of drectors/secretary is vacated Morris v Kansen s. 127 validates the act of who is appointed but it does not validate a person who is not been appointed or who is appointed but term is expired.
