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 corporations, a company secretary is typically named a Corporate Secretary or Secretary.
Despite the name, the role just isn’t a clerical or secretarial one in the regular sense. The corporate secretary ensures that an organisation complies with relevant laws and regulation, and keeps board members knowledgeable of their authorized responsibilities. Firm secretaries are the company’s named representative on authorized paperwork, and it is their responsibility to ensure that the company and its directors operate within the law. It’s also their responsibility to register and communicate with shareholders, to ensure that dividends are paid and to keep up company records, akin to lists of directors and shareholders, and annual accounts.
In lots of nations, private companies have traditionally been required by law to nominate one particular person as a company secretary, and this particular person may also often be a senior board member.
ROLE AND DUTIES OF A COMPANY SECRETARY:
Firms law requires only a listed company to have an entire time secretary and a single member company (any firm that isn’t a public company) to have a secretary.
The secretary to be appointed by a listed company shall be a member of a recognized body of professional accountants, or a member of a acknowledged body of corporate / chartered secretaries or a person holding a masters degree in Business Administration or Commerce or is a Law graduate from a university recognized and having related experience. Nonetheless, the corporate secretary of a single member company shall be an individual holding a bachelor degree from a university recognized.
The duties of a company secretary are often contained in an “employment contract”. Nevertheless, the corporate secretary generally performs the next functions:-
Functions of secretary:
(1). Secretarial capabilities:
To ensure compliance of the provisions of Companies Law and rules made there-under and different statutes and bye-laws of the company.
To make sure that enterprise of the company is carried out in accordance with its objects as contained in its memorandum of association.
To make sure that affairs of the company are managed in accordance with its objects contained in the articles of association and the provisions of the Corporations Law.
To organize the agenda in consultation with the Chairman and the other documents for all the conferences of the board of directors.
To arrange with and to call and hold meetings of the board and to organize an accurate report of proceedings.
To attend the broad conferences with a purpose to make sure that the legal requirements are fulfilled, and provide such info as are necessary.
To organize, in session with the chairman, the agenda and different documents for the general meetings.
To arrange with the session of chairman the annual and extraordinary common meetings of the company and to attend such meetings so as to ensure compliance with the legal requirements and to make correct record thereof.
To hold out all issues involved with the allotment of shares, and issuance of share certificates including maintenance of statutory Share Register and conducting the appropriate activities linked with share transfers.
To prepare, approve, sign and seal agreements leases, legal 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 corporate’s solicitors, the chief executive or different executive, in respect of the legal matters, as required.
To engage legal advisors and defend the rights of the corporate in Courts of Law.
To have custody of the seal of the company.
(2). Authorized obligations of secretary:
Filling of assorted paperwork/returns as required under the provisions of the Corporations Law.
Proper maintenance 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 costs, have been complied with.
To convene/arrange the conferences of directors, on their advise.
To subject notice and agenda of board meetings to each director of the company.
To carry on correspondence with the directors of the company on various matters.
To document the minutes of the proceedings of the meetings of the directors.
To implement the insurance policies formulated by the directors.
To deal with all correspondence between the company and the shareholders.
To points discover 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 Corporations Law.
(three). To take care of the following statutory books:
the register of switch of shares;
the register of purchase-backed shares by a company;
the register of mortgages, prices etc.;
the register of members and index thereof;
the register of debenture-holders;
the register of directors and different officers;
the register of contracts;
the register of directors’ shareholdings and debentures;
the register of local members, directors and officers, in case of a foreign firm;
Minute books;
Proxy register;
Register of beneficial ownership;
Register of deposits;
Register of director’s share holding; and
Register of contracts, arrangements and appointments in which directors etc are interested.