Role and Duties of a Company Secretary

A company secretary is a senior position in a private sector company or public sector organization, usually in the form of a managerial position or above. In large publicly traded US and Canadian corporations, the company secretary is usually referred to as the corporate secretary or secretary.

Despite the name, the role is not administrative or secretarial in the usual sense. The company secretary ensures that an organization complies with applicable laws and regulations, and keeps board members informed of their legal responsibilities. Company secretaries are the appointed representatives of the company in legal documents, and it is their responsibility to ensure that the company and its directors operate within the law. It is also your responsibility to register and communicate with shareholders, ensure that dividends are paid, and maintain company records such as lists of directors and shareholders, and annual accounts.

In many countries, private companies have traditionally been required by law to appoint a person as company secretary, and this person will usually also be a senior member of the board.

ROLE AND DUTIES OF A BUSINESS SECRETARY:

Company law requires that only a listed company have a full-time secretary and that a single-member company (any company that is not a public company) have a secretary.

The secretary who will appoint a listed company must be a member of a recognized body of professional accountants, or a member of a recognized body of corporate/chartered secretaries, or a person holding a Master’s degree in Business Administration or Commerce or who is licensed in Law from a recognized university with relevant experience. However, the company secretary of a sole proprietorship will need to be a person who holds a bachelor’s degree from a recognized university.

The duties of a company secretary are usually contained in an “employment contract”. However, the company secretary generally performs the following duties:-

Secretary Duties:

(1). Secretarial functions:

• Ensure compliance with the provisions of the Corporations Law and the rules issued under it and other bylaws and regulations of the company.
• Ensure that the business of the company is carried out in accordance with its objects contained in its articles of incorporation.
• Ensure that the affairs of the company are managed in accordance with its purpose contained in the corporate bylaws and the provisions of the Corporations Law.
• Prepare the agenda in consultation with the President and the other documents of all the meetings of the board of directors.
• Convene and call and hold meetings of the board and prepare a correct record of the proceedings.
• Attend the general assemblies in order to ensure that legal requirements are met and provide the necessary information.
• Prepare, in consultation with the president, the agenda and other documents of the general assemblies.
• Convene, with the consultation of the president, the annual and extraordinary general meetings of the company and attend said meetings in order to ensure compliance with legal requirements and keep a correct record of them.
• Carry out all matters related to the allocation of shares and the issuance of share certificates, including the maintenance of the legal Share Register and the performance of appropriate activities related to transfers of shares.
• Prepare, approve, sign and seal lease contracts, legal forms and other official documents on behalf of the company, when authorized by the directors or the responsible executive.
• Advise, in conjunction with company attorneys, the CEO or other executive, regarding legal matters, as required.
• Hire legal advisors and defend the rights of the company in the Courts of Justice.
• Have custody of the company seal.

(two). Legal obligations of the secretary:

• Completion of various documents/declarations as required by the provisions of the Companies Act.
• The correct maintenance of the books and records of the company in accordance with the provisions of the Corporations Law.
• Verify if the legal requirements for the award, issuance and transfer of share certificates, mortgages and charges have been met.
• Convene/arrange meetings of directors, with their advice.
• Issue call and agenda for board meetings to all directors of the company.
• Maintain correspondence with the directors of the company on various matters.
• Take minutes of the minutes of the meetings of the directors.
• Implement the policies formulated by the directors.
• Handle all correspondence between the company and the shareholders.
• Issue call and agenda of the general meetings to the shareholders.
• Keep a record of the minutes of all general assemblies.
• Order the payment of the dividend within the periods indicated in the provisions of the Corporations Law.

(3). Carry the following statutory books:

• the stock transfer record;
• the registration of shares repurchased by a company;
• registration of mortgages, charges, etc.;
• the register of members and index of the same;
• the registry of bondholders;
• the register of directors and other officials;
• the registration of contracts;
• the registration of participations and obligations of the directors;
• the registration of partners, directors and local officials, in the case of a foreign company;
• minute books;
• registry of proxies;
• Registry of beneficial owners;
• deposit register;
• Director’s share holding record; Y
• Registration of contracts, arrangements and appointments in which administrators are interested, etc.

(4). Other Duties:

The company secretary generally performs the following duties:

(a) Ensure that regulatory forms are filed promptly.

(b) Provide members and auditors with meeting notice.

(c) Presentation of a copy of special resolutions in the prescribed form within the specified term.

(5). Provide a copy of the accounts to each member of the company, each debenture holder and each person who is entitled to receive notice of general meetings. You must submit audited annual accounts.

(6). Take or order the drafting of minutes of meetings of directors and general meetings.

(7). Guarantee that the people authorized to do so can inspect the company’s records.

(8). Custody and use of the common seal Companies are required to have a common seal and the secretary is usually responsible for its custody and use. (Common stamps can be purchased from stamp makers)

THE POWERS OF THE SECRETARY OF A COMPANY:

The Companies Act allows you to sign legal declarations and requests.

THE RIGHTS OF A BUSINESS SECRETARY:

The rights of a company secretary depend on the terms of your contract with the company. The secretary has no special rights under the Companies Act.