A Company Secretary is a senior position in a private sector firm or public sector organisation, normally within the type of a managerial position or above. In large American and Canadian publicly listed firms, an organization secretary is typically named a Corporate Secretary or Secretary.
Despite the name, the position isn’t a clerical or secretarial one in the ordinary sense. The corporate secretary ensures that an organisation complies with related legislation and regulation, and keeps board members knowledgeable of their authorized responsibilities. Company secretaries are the corporate’s named consultant on authorized paperwork, and it is their responsibility to ensure that the company and its directors operate within the law. It is usually their responsibility to register and talk with shareholders, to make sure that dividends are paid and to maintain company records, similar to lists of directors and shareholders, and annual accounts.
In lots of countries, private firms have traditionally been required by law to appoint one individual as an organization secretary, and this particular person can even usually be a senior board member.
ROLE AND DUTIES OF A COMPANY SECRETARY:
Firms law requires only a listed company to have a whole time secretary and a single member firm (any firm that is not a public company) to have a secretary.
The secretary to be appointed by a listed company shall be a member of a acknowledged body of professional accountants, or a member of a recognized 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 recognized and having relevant 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 often contained in an “employment contract”. However, the corporate secretary usually performs the following functions:-
Features of secretary:
(1). Secretarial functions:
To ensure compliance of the provisions of Corporations Law and guidelines made there-under and different statutes and bye-laws of the company.
To make sure that enterprise of the company 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 Firms Law.
To prepare the agenda in session with the Chairman and the opposite paperwork for all the conferences of the board of directors.
To arrange with and to call and hold conferences of the board and to organize an accurate report of proceedings.
To attend the broad meetings in order to be certain that the authorized necessities are fulfilled, and provide such information as are necessary.
To arrange, in session with the chairman, the agenda and different paperwork for the overall meetings.
To arrange with the consultation of chairman the annual and extraordinary normal meetings of the corporate and to attend such conferences with a view to ensure compliance with the legal requirements and to make right document thereof.
To hold out all matters 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, legal forms, and different official paperwork on the company’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 different executive, in respect of the authorized issues, as required.
To have interaction authorized advisors and defend the rights of the company in Courts of Law.
To have custody of the seal of the company.
(2). Authorized obligations of secretary:
Filling of various paperwork/returns as required under the provisions of the Companies Law.
Proper upkeep of books and registers of the corporate as required under the provisions of the Firms Law.
To see whether authorized necessities of the allotment, issuance and switch of share certificates, mortgages and expenses, have been complied with.
To convene/arrange the meetings of directors, on their advise.
To challenge discover and agenda of board conferences to each director of the company.
To carry on correspondence with the directors of the company 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 company and the shareholders.
To issues notice and agenda of the overall conferences to the shareholders.
To keep the document 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.
(3). To maintain the following statutory books:
the register of transfer 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 local members, directors and officers, in case of a international 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.