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Role and Duties of a Firm Secretary

 

A Firm Secretary is a senior position in a private sector firm or public sector organisation, usually within the form of a managerial position or above. In large American and Canadian publicly listed corporations, an organization secretary is typically named a Corporate Secretary or Secretary.

 

 

Despite the name, the position is not a clerical or secretarial one in the traditional sense. The corporate secretary ensures that an organisation complies with relevant legislation and regulation, and keeps board members informed of their legal responsibilities. Company secretaries are the company's named representative on legal paperwork, and it is their responsibility to ensure that the corporate and its directors operate within the law. It's also their responsibility to register and talk with shareholders, to ensure that dividends are paid and to take care of company records, comparable to lists of directors and shareholders, and annual accounts.

 

 

In lots of countries, private firms have traditionally been required by law to nominate one particular person as an organization secretary, and this particular person may also normally be a senior board member.

 

 

ROLE AND DUTIES OF A COMPANY SECRETARY:

 

 

Companies law requires only a listed firm to have a complete time secretary and a single member company (any company that's not a public firm) to have a secretary.

 

 

The secretary to be appointed by a listed firm shall be a member of a acknowledged body of professional accountants, or a member of a acknowledged body of corporate / chartered secretaries or an individual holding a masters degree in Business Administration or Commerce or is a Law graduate from a university acknowledged and having relevant experience. However, the corporate secretary of a single member company shall be an individual holding a bachelor degree from a university recognized.

 

 

The duties of an organization secretary are often contained in an "employment contract". Nevertheless, the company secretary usually performs the following features:-

 

 

Features of secretary:

 

 

(1). Secretarial functions:

 

 

To make sure compliance of the provisions of Companies Law and guidelines made there-under and different statutes and bye-laws of the company.

 

To make sure that business of the corporate is conducted in accordance with its objects as contained in its memorandum of association.

 

To ensure that affairs of the corporate are managed in accordance with its objects contained within the articles of affiliation and the provisions of the Companies Law.

 

To arrange the agenda in session with the Chairman and the opposite paperwork for all of the conferences of the board of directors.

 

To arrange with and to call and hold conferences of the board and to organize a correct file of proceedings.

 

To attend the broad meetings with a purpose to make sure that the authorized requirements are fulfilled, and provide such info as are necessary.

 

To prepare, in session with the chairman, the agenda and other paperwork for the final meetings.

 

To arrange with the consultation of chairman the annual and extraordinary normal conferences of the company and to attend such meetings with a purpose to guarantee compliance with the authorized requirements and to make right report thereof.

 

To carry out all matters concerned with the allotment of shares, and issuance of share certificates including upkeep of statutory Share Register and conducting the appropriate activities linked with share transfers.

 

To arrange, approve, sign and seal agreements leases, authorized types, and different official documents on the corporate's behalf, when authorised by the broad of the directors or the executive responsible.

 

To advise, in conjunctions with the company's solicitors, the chief executive or other executive, in respect of the legal matters, as required.

 

To engage authorized advisors and defend the rights of the corporate in Courts of Law.

 

To have custody of the seal of the company.

 

(2). Legal obligations of secretary:

 

Filling of varied documents/returns as required under the provisions of the Firms Law.

 

Proper upkeep of books and registers of the company as required under the provisions of the Corporations Law.

 

To see whether or not legal necessities of the allotment, issuance and transfer of share certificates, mortgages and charges, have been complied with.

 

To convene/arrange the conferences of directors, on their advise.

 

To issue notice and agenda of board meetings to every director of the company.

 

To carry on correspondence with the directors of the company on numerous matters.

 

To file the minutes of the proceedings of the conferences of the directors.

 

To implement the policies formulated by the directors.

 

To deal with all correspondence between the company and the shareholders.

 

To points notice and agenda of the final meetings to the shareholders.

 

To keep the file of the proceedings of all general meetings.

 

To make arrangement for the payment of the dividend within prescribed interval as provided under the provisions of the Companies Law.

 

(three). To maintain the following statutory books:

 

the register of switch of shares;

 

the register of buy-backed shares by an organization;

 

the register of mortgages, expenses etc.;

 

the register of members and index thereof;

 

the register of debenture-holders;

 

the register of directors and other officers;

 

the register of contracts;

 

the register of directors' shareholdings and debentures;

 

the register of native members, directors and officers, in case of a overseas company;

 

Minute books;

 

Proxy register;

 

Register of useful ownership;

 

Register of deposits;

 

Register of director's share holding; and

 

Register of contracts, arrangements and appointments in which directors and many others are interested.

Sito web: https://fastlanepro.hk/company-secretarial-services/

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