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Legal status of company without company secretary
Course:- Auditing
Reference No.:- EM13672272




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Question: Legal Status of Company without Company Secretary?.

The Company Secretary vacated the position of a Secretary by filing a form at the companies house by stating that '' I am giving notice to vacate the office of company secretary because i am unable to contact the directors of the company.

Four years later, the company was struck out from the registry. ( March 2011 )

Next, the contributors made an application under the companies act to reinstate the company onto the registry. During the application and while the company was struck out the audited financial statement were completed for the period of 10 years.The auditor issued unqualified audit report.

In November 2013, the company was reinstated without a company secretary.

Under the Malaysian Company Act 1965 - A company requires a minimum of 2 directors and a company secretary. The position of the company secretary if vacated must be replaced within 30 days.

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As per the present case under consideration, the secretary of the company had filed misleading information in the company house. In response to the various letters and directions to the company by the Registrar of Companies, no reply was provided, and therefore exercising the provisions of Companies Act, the name of the company was struck off from the register on 25th March 2011. Subsequently the directors of the company filed a petition for restoration of name of the company and also complied to all the requirements for submission of returns

Documents which are in support of the petition so filed by the company. in accordance with the same, the following are the legal issues which may arise and the actual legal standing in the same is also mentioned:A company in order to reinstate or restore the name of the company in the registrar of companies is required to make an application u/s 308(5) of the Companies Act, and will be required to ensure that the application is made within 15 years of the removal of name. The registrar may on consideration of




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