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, an organization secretary is typically named a Corporate Secretary or Secretary.
Despite the name, the function just isn’t a clerical or secretarial one in the typical sense. The corporate secretary ensures that an organisation complies with related legislation and regulation, and keeps board members informed of their authorized responsibilities. Firm secretaries are the company’s named consultant on authorized paperwork, and it is their responsibility to ensure that the corporate and its directors operate within the law. It is usually their responsibility to register and communicate with shareholders, to make sure that dividends are paid and to take care of firm records, resembling lists of directors and shareholders, and annual accounts.
In lots of nations, private companies have traditionally been required by law to appoint one person as an organization 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 firm to have a complete time secretary and a single member firm (any company that’s not a public company) 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 recognized and having relevant experience. Nevertheless, 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”. Nevertheless, the corporate secretary usually performs the following features:-
Functions of secretary:
(1). Secretarial features:
To make sure compliance of the provisions of Corporations 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 ensure that affairs of the company are managed in accordance with its objects contained in the articles of affiliation and the provisions of the Corporations Law.
To organize the agenda in consultation with the Chairman and the opposite documents for all the conferences of the board of directors.
To arrange with and to call and hold meetings of the board and to prepare an accurate document of proceedings.
To attend the broad meetings in an effort to make sure that the authorized necessities are fulfilled, and provide such information as are necessary.
To prepare, in consultation with the chairman, the agenda and different paperwork for the final meetings.
To arrange with the session of chairman the annual and extraordinary basic conferences of the corporate and to attend such meetings in an effort to ensure compliance with the authorized requirements and to make right file thereof.
To carry out all issues concerned with the allotment of shares, and issuance of share certificates including upkeep of statutory Share Register and conducting the appropriate activities connected with share transfers.
To prepare, approve, sign and seal agreements leases, legal varieties, and different official documents 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 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 varied 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 or not authorized necessities of the allotment, issuance and switch of share certificates, mortgages and fees, have been complied with.
To convene/arrange the meetings of directors, on their advise.
To situation notice and agenda of board meetings to every director of the company.
To hold on correspondence with the directors of the corporate on various matters.
To file the minutes of the proceedings of the meetings of the directors.
To implement the policies formulated by the directors.
To deal with all correspondence between the company and the shareholders.
To issues discover and agenda of the general conferences to the shareholders.
To keep the file of the proceedings of all normal meetings.
To make arrangement for the payment of the dividend within prescribed interval as provided under the provisions of the Firms Law.
(3). To take care of the next statutory books:
the register of transfer of shares;
the register of buy-backed shares by an organization;
the register of mortgages, charges 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 international firm;
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.