Whether it is because your existing company secretary is retiring or you’ve decided to go for another company secretary, there are several steps to follow in order to appoint a new company secretary. The appointment of the new company secretary can be done either by the existing company secretary or by the new company secretary that you have decided to appoint with approval from the board of directors.
1. Provide information about your company and its directors and shareholders
These are the information needed by the new company secretary for company verification purposes:
- Company name and registration number
- Full name and identity number as stated in MyKad or passport, and contact details with current residential address of all directors and shareholders
It is ideal that your company has paid off compound if there is any, has filed Annual Return and Financial Statements accordingly in previous years, and the directors are not declared bankrupt.
2. Verify identity for directors and shareholders
Identity verification, or commonly known as KYC (Know Your Customer) among industries, is a mandatory step for the company secretary to ensure that the directors and shareholders are the people they claim to be. Traditionally, it is done through an in-person appointment, a digital company secretary may use e-KYC for identity verification purposes without having to meet the directors and shareholders face to face.
3. Request for the existing company secretary to resign
Depending on the terms of appointment, there may be a notice period for the company secretary who resigns. Upon clearing all pending payment to the existing company secretary, you may request for their resignation by issuing a termination letter. The existing company secretary will lodge their resignation and reassignment of company secretary that indicates who will be the new company secretary to the SSM.
4. Make payment for the monthly company secretarial fee
Different company secretarial firms charge differently. There may be a processing fee for the change of company secretary but most of the firms charge only the monthly company secretarial fee. This step may happen earlier or later depending on the payment term of the company secretarial firm.
5. Sign documents for the appointment of new company secretary
The new company secretary will prepare some documents to be signed by directors on the decision of changing the company secretary. These can be signed electronically.
- Board resolution for the change of company secretary
- Board resolution for the acceptance of resignation or removal of the existing company secretary
- Board resolution for the change of registered office
- Letter of appointment for the new company secretary
These changes will be submitted to the SSM by the company secretary to update the company information on the new company secretary and registered address.
Much like other professional service providers such as accountants and lawyers, the company secretary industry is competitive, with over 16,000 licensed company secretaries in Malaysia according to the SSM Annual Report 2017. Hence, choosing the right company secretary to take on various responsibilities for your company is crucial so that you can leave the important but time-consuming legal compliance tasks to them and focus on your business.