A Firm Secretary is a senior position in a private sector company or public sector organisation, usually within the type of a managerial position or above. In large American and Canadian publicly listed companies, an organization secretary is typically named a Corporate Secretary or Secretary.
Despite the name, the function isn’t a clerical or secretarial one in the traditional sense. The corporate secretary ensures that an organisation complies with relevant legislation and regulation, and keeps board members knowledgeable of their legal responsibilities. Firm secretaries are the company’s named consultant on authorized documents, and it is their responsibility to ensure that the company and its directors operate within the law. It is also their responsibility to register and talk with shareholders, to make sure that dividends are paid and to take care of company records, such as lists of directors and shareholders, and annual accounts.
In many international locations, private corporations have traditionally been required by law to appoint one person as a company secretary, and this person can even often be a senior board member.
ROLE AND DUTIES OF A COMPANY SECRETARY:
Corporations law requires only a listed company to have a complete time secretary and a single member firm (any firm that isn’t 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 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 relevant experience. Nonetheless, the company secretary of a single member firm shall be an individual holding a bachelor degree from a university recognized.
The duties of a company secretary are usually contained in an “employment contract”. Nevertheless, the company secretary typically performs the next capabilities:-
Features of secretary:
(1). Secretarial capabilities:
To make sure compliance of the provisions of Firms Law and guidelines made there-under and other statutes and bye-laws of the company.
To make sure that business 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 Companies Law.
To arrange the agenda in consultation with the Chairman and the other documents for all of the meetings of the board of directors.
To arrange with and to call and hold conferences of the board and to organize a correct file of proceedings.
To attend the broad conferences with a view to be certain that the legal 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 conferences of the company and to attend such conferences to be able to ensure compliance with the legal requirements and to make right document 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 related with share transfers.
To organize, approve, sign and seal agreements leases, legal varieties, 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 different executive, in respect of the authorized matters, 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 assorted paperwork/returns as required under the provisions of the Firms Law.
Proper maintenance of books and registers of the company as required under the provisions of the Corporations Law.
To see whether or not legal requirements 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 challenge notice and agenda of board conferences to each director of the company.
To hold on correspondence with the directors of the company on varied matters.
To file the minutes of the proceedings of the conferences of the directors.
To implement the policies formulated by the directors.
To deal with all correspondence between the company and the shareholders.
To points notice and agenda of the general meetings to the shareholders.
To keep the report of the proceedings of all common meetings.
To make arrangement for the payment of the dividend within prescribed period as provided under the provisions of the Corporations Law.
(three). To maintain the following statutory books:
the register of transfer of shares;
the register of buy-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 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 overseas 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 and many others are interested.