Foreign counsels coordinating legal due diligence on Malaysian companies, take note:

From my experience conducting legal due diligence on Malaysian companies as part of cross-border M&A co-ordinated by foreign counsels, I’ve realised that the involvement of company secretaries is crucial.

In Malaysia, company secretaries are responsible for maintaining statutory records and company secretarial documents. However, legal due diligence often hits a wall when the management of target companies unfamiliar with these documents replies, “We don’t have those records.” Imagine being stuck in a Q&A loop, repeatedly requesting registers of members or share transfer forms, only to receive incomplete or irrelevant documents. The issue usually isn’t missing records, it’s that the management of the target companies hasn’t consulted the company secretaries.

For foreign counsels managing due diligence in Malaysia:

𝟭. 𝗜𝗻𝗰𝗹𝘂𝗱𝗲 𝘁𝗵𝗲 𝗰𝗼𝗺𝗽𝗮𝗻𝘆 𝘀𝗲𝗰𝗿𝗲𝘁𝗮𝗿𝗶𝗲𝘀 𝗶𝗻 𝘁𝗵𝗲 𝗱𝘂𝗲 𝗱𝗶𝗹𝗶𝗴𝗲𝗻𝗰𝗲 𝗽𝗿𝗼𝗰𝗲𝘀𝘀.

If ownership of shares or statutory compliance is one of the objectives of the legal due diligence, the company secretaries hold the relevant documents.

𝟮. 𝗗𝗼𝗻’𝘁 𝗿𝗲𝗹𝘆 𝘀𝗼𝗹𝗲𝗹𝘆 𝗼𝗻 𝗺𝗮𝗻𝗮𝗴𝗲𝗺𝗲𝗻𝘁.

Even well-intentioned teams may not be familiar with statutory records and company secretarial documents

𝟯. 𝗖𝗹𝗮𝗿𝗶𝗳𝘆 𝘀𝗰𝗼𝗽𝗲 𝘂𝗽𝗳𝗿𝗼𝗻𝘁.

Ensure your legal due diligence requisition list specifies documents held by company secretaries (e.g., registers, minutes, share transfer forms).

The participation of company secretaries in the legal due diligence process ensures a complete and accurate review of the share ownership structure and corporate records.

This post was first posted on LinkedIn on 8 April 2025.