Corporate Administration and Secretarial Practice
What is tested
Corporate administration covers the statutory records, filings and meeting machinery a secretary operates daily: registers, registered office, resolutions, minutes, annual return and financial-statement lodgment.
Core records and filings
- Maintain the register of members, register of directors, managers and secretaries, register of charges and the beneficial ownership register. Registers are kept at the registered office or another permitted place and are open to inspection.
- The registered office must be in Malaysia and open to the public during ordinary business hours. Notify changes to the Registrar.
- Lodge the annual return within 30 days of the AGM; a private company that has dispensed with the AGM lodges within 30 days after circulating financial statements.
- Circulate financial statements within six months of financial year end; lodge them within 30 days of circulation.
- General meetings need at least 14 days' notice unless a longer period is fixed. A quorum is set by the constitution; the statutory default applies if silent.
- Private companies may pass written resolutions signed by the requisite majority. Minutes must be entered in the minute book and kept at the registered office.
Worked example
A private company has a 31 December year end and dispenses with its AGM. It circulates financial statements on 30 June. The annual return is due by 30 July, not 31 December. The secretary must also update the beneficial ownership register and ensure the register of members reflects any transfer before the return is signed.
Traps
Missing the 30-day lodgment window; treating the annual return as a substitute for financial statements; failing to record beneficial ownership; using written resolutions where a meeting is required; unsigned or unminuted board decisions.