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It is mandatory for an offshore company to appoint one or more secretaries, at least one of whom must be a resident secretary. Only an officer of a trust company or a domestic company wholly owned by a trust company may be appointed as resident secretary. Such an officer must first be a trust officer approved by LOFSA. A qualified trust officer must have any one of the following qualification;[1]

i) an advocate and solicitor or a person who possesses a degree in law;

ii) a member of the Malaysian Institute of Accountants established under the Accountants Act 1967 or of any other association of accountants approved by the Registrar;

iii) an associate or fellow of any association of bankers, insurers or company secretaries or similar body recognised by the Registrar;

iv) a person who has served for an uninterrupted period of not less than ten years in any public service or statutory body or in both, or a person who holds a position of trust, equivalent to the aforesaid; or

v) any person recognised by the Registrar as a person comparable to any person earlier mentioned.

A secretary of an offshore company shall be appointed by the directors of the company. It is common for a company to have more than one secretary and it is also common to have a corporation act as secretary.

A resident secretary has onerous duties under the OCA 1990. He must be responsible for the compliance by the offshore company with the requirements of the OCA 1990. This includes lodging of documents, maintenance of the company’s records at the registered office and dealing with communications served to the company at its registered office.

A resident secretary shall not be responsible for any penalty provided under the OCA 1990 unless it is for anything done or omitted to be done by him in carrying out his duties. He is also not liable for any damage caused or suffered by any person unless such damage arises by reason of his wilful conduct, default or neglect.

Every offshore company must keep a register of its directors and secretaries which must contain details such as names, identification, residential address or registered address in the case of corporate directors and corporate secretaries.

The register must at all times be kept at the registered office and be made available for inspection by any director, member or auditor of the company, free of charge.