A Firm 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 position is not a clerical or secretarial one within the standard sense. The company secretary ensures that an organisation complies with relevant laws and regulation, and keeps board members knowledgeable of their legal responsibilities. Company secretaries are the corporate’s named consultant on authorized documents, 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 talk with shareholders, to make sure that dividends are paid and to maintain company records, akin to lists of directors and shareholders, and annual accounts.
In lots of nations, private corporations have traditionally been required by law to nominate one person as a company secretary, and this individual can even often 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 firm (any company that is not a public firm) 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 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 acknowledged and having relevant experience. However, 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 typically performs the next functions:-
Functions of secretary:
(1). Secretarial capabilities:
To make sure 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 business of the corporate is conducted in accordance with its objects as contained in its memorandum of association.
To make sure that affairs of the corporate are managed in accordance with its objects contained within the articles of affiliation and the provisions of the Companies Law.
To arrange the agenda in session with the Chairman and the other documents for all the meetings of the board of directors.
To arrange with and to call and hold conferences of the board and to prepare a correct record of proceedings.
To attend the broad conferences so as to be sure that the authorized necessities are fulfilled, and provide such data as are necessary.
To organize, in consultation with the chairman, the agenda and other documents for the general meetings.
To arrange with the session of chairman the annual and extraordinary general conferences of the corporate and to attend such meetings in order to guarantee compliance with the authorized necessities and to make appropriate file thereof.
To hold out all issues involved with the allotment of shares, and issuance of share certificates together with upkeep of statutory Share Register and conducting the appropriate activities related with share transfers.
To organize, approve, sign and seal agreements leases, legal kinds, and other 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 corporate’s solicitors, the chief executive or other executive, in respect of the authorized issues, as required.
To have interaction legal 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 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 Corporations Law.
To see whether or not legal necessities of the allotment, issuance and switch of share certificates, mortgages and prices, have been complied with.
To convene/arrange the conferences 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 company on varied matters.
To record 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 final conferences to the shareholders.
To keep the report 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 Firms Law.
(three). To maintain the following statutory books:
the register of transfer of shares;
the register of purchase-backed shares by an organization;
the register of mortgages, costs 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 foreign company;
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 and so forth are interested.