A Firm Secretary is a senior position in a private sector firm or public sector organisation, normally within the form 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 position is not a clerical or secretarial one in the regular sense. The company secretary ensures that an organisation complies with relevant laws and regulation, and keeps board members informed of their authorized responsibilities. Company secretaries are the corporate’s named representative on authorized documents, and it is their responsibility to make sure that the company and its directors operate within the law. It is usually their responsibility to register and communicate with shareholders, to ensure that dividends are paid and to maintain company records, resembling lists of directors and shareholders, and annual accounts.
In lots of nations, private corporations have traditionally been required by law to nominate one particular person as an organization secretary, and this particular person may even normally 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 Enterprise Administration or Commerce or is a Law graduate from a university recognized and having relevant 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 an organization secretary are normally contained in an “employment contract”. However, the corporate secretary usually performs the next functions:-
Capabilities of secretary:
(1). Secretarial functions:
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 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 company are managed in accordance with its objects contained within the articles of association and the provisions of the Firms Law.
To organize 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 meetings of the board and to prepare an accurate document of proceedings.
To attend the broad meetings as a way to be sure that the authorized necessities are fulfilled, and provide such information as are necessary.
To arrange, in session with the chairman, the agenda and other documents for the general meetings.
To arrange with the consultation of chairman the annual and extraordinary common meetings of the corporate and to attend such meetings as a way to guarantee compliance with the authorized necessities and to make correct file thereof.
To hold out all matters involved with the allotment of shares, and issuance of share certificates together with upkeep of statutory Share Register and conducting the appropriate activities connected with share transfers.
To organize, approve, sign and seal agreements leases, legal types, 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 other executive, in respect of the legal matters, as required.
To engage authorized 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 documents/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 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 difficulty notice and agenda of board meetings to each director of the company.
To hold on correspondence with the directors of the corporate on numerous matters.
To document 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 discover and agenda of the final conferences to the shareholders.
To keep the file of the proceedings of all common meetings.
To make arrangement for the payment of the dividend within prescribed interval as provided under the provisions of the Corporations Law.
(3). To keep up the next statutory books:
the register of transfer of shares;
the register of buy-backed shares by a company;
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 firm;
Minute books;
Proxy register;
Register of helpful ownership;
Register of deposits;
Register of director’s share holding; and
Register of contracts, arrangements and appointments in which directors and so on are interested.