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Role and Duties of a Company Secretary

 

A Company Secretary is a senior position in a private sector firm or public sector organisation, usually in the type of a managerial position or above. In giant American and Canadian publicly listed companies, a company secretary is typically named a Corporate Secretary or Secretary.

 

 

Despite the name, the position isn't a clerical or secretarial one within the typical sense. The corporate secretary ensures that an organisation complies with relevant laws and regulation, and keeps board members knowledgeable of their legal responsibilities. Firm secretaries are the corporate's named representative on legal documents, and it is their responsibility to make sure that the company and its directors operate within the law. Additionally it is their responsibility to register and communicate with shareholders, to ensure that dividends are paid and to keep up company records, equivalent to lists of directors and shareholders, and annual accounts.

 

 

In many countries, private firms have traditionally been required by law to nominate one particular person as a company secretary, and this person will also usually be a senior board member.

 

 

ROLE AND DUTIES OF A COMPANY SECRETARY:

 

 

Corporations law requires only a listed firm to have a complete time secretary and a single member company (any firm 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 recognized body of professional accountants, or a member of a recognized body of corporate / chartered secretaries or an individual holding a masters degree in Enterprise Administration or Commerce or is a Law graduate from a university acknowledged and having related experience. Nonetheless, the company 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 normally contained in an "employment contract". Nevertheless, the corporate secretary generally performs the following capabilities:-

 

 

Functions of secretary:

 

 

(1). Secretarial capabilities:

 

 

To ensure compliance of the provisions of Corporations Law and rules made there-under and other statutes and bye-laws of the company.

 

To ensure that enterprise of the corporate is conducted in accordance with its objects as contained in its memorandum of association.

 

To ensure that affairs of the company are managed in accordance with its objects contained within the articles of association and the provisions of the Firms Law.

 

To prepare the agenda in consultation with the Chairman and the other documents for all of the meetings of the board of directors.

 

To arrange with and to call and hold meetings of the board and to arrange an accurate record of proceedings.

 

To attend the broad conferences with a purpose to be certain that the legal requirements are fulfilled, and provide such data as are necessary.

 

To arrange, in consultation with the chairman, the agenda and other documents for the overall meetings.

 

To arrange with the session of chairman the annual and extraordinary basic meetings of the company and to attend such meetings with a purpose to guarantee compliance with the legal requirements and to make correct file thereof.

 

To carry out all issues involved with the allotment of shares, and issuance of share certificates together with maintenance of statutory Share Register and conducting the appropriate activities linked with share transfers.

 

To arrange, approve, sign and seal agreements leases, authorized kinds, 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 interact legal 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 various documents/returns as required under the provisions of the Corporations Law.

 

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

 

To see whether authorized necessities of the allotment, issuance and switch of share certificates, mortgages and charges, have been complied with.

 

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

 

To subject notice and agenda of board conferences to each director of the company.

 

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

 

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

 

To implement the insurance policies formulated by the directors.

 

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

 

To issues notice and agenda of the overall meetings to the shareholders.

 

To keep the report of the proceedings of all common meetings.

 

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

 

(three). To keep up the following statutory books:

 

the register of switch of shares;

 

the register of buy-backed shares by a company;

 

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 firm;

 

Minute books;

 

Proxy register;

 

Register of helpful ownership;

 

Register of deposits;

 

Register of director's share holding; and

 

Register of contracts, arrangements and appointments in which directors and so on are interested.

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

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