A Firm Secretary is a senior position in a private sector firm or public sector organisation, normally within the type of a managerial position or above. In massive American and Canadian publicly listed firms, a company secretary is typically named a Corporate Secretary or Secretary.

Despite the name, the position will not be a clerical or secretarial one in the typical sense. The company secretary ensures that an organisation complies with relevant legislation and regulation, and keeps board members informed of their legal responsibilities. Company secretaries are the corporate’s named representative on legal paperwork, and it is their responsibility to make sure that the corporate 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 firm records, comparable to lists of directors and shareholders, and annual accounts.

In lots of countries, private companies have traditionally been required by law to appoint one particular person as an organization secretary, and this individual can even normally be a senior board member.

ROLE AND DUTIES OF A COMPANY SECRETARY:

Firms law requires only a listed firm to have a whole 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 recognized body of professional accountants, or a member of a recognized 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 company secretary of a single member company shall be a person holding a bachelor degree from a university recognized.

The duties of a company secretary are usually contained in an “employment contract”. Nonetheless, the company secretary typically performs the next functions:-

Capabilities of secretary:

(1). Secretarial features:

To make sure compliance of the provisions of Corporations Law and rules made there-under and other statutes and bye-laws of the company.

To make sure that enterprise 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 in the articles of association and the provisions of the Companies Law.

To prepare the agenda in session with the Chairman and the opposite documents for all the conferences of the board of directors.

To arrange with and to call and hold conferences of the board and to prepare an accurate document of proceedings.

To attend the broad conferences in order to ensure that the authorized necessities are fulfilled, and provide such data as are necessary.

To arrange, in consultation 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 conferences as a way to guarantee compliance with the authorized necessities and to make right document thereof.

To carry 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 connected with share transfers.

To arrange, approve, sign and seal agreements leases, authorized forms, 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 company’s solicitors, the chief executive or different executive, in respect of the authorized issues, as required.

To have interaction 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 various documents/returns as required under the provisions of the Firms Law.

Proper upkeep of books and registers of the company as required under the provisions of the Corporations Law.

To see whether authorized necessities of the allotment, issuance and transfer of share certificates, mortgages and costs, 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 carry on correspondence with the directors of the corporate on numerous matters.

To record 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 corporate and the shareholders.

To issues notice and agenda of the general meetings to the shareholders.

To keep the file of the proceedings of all basic meetings.

To make arrangement for the payment of the dividend within prescribed period as provided under the provisions of the Firms Law.

(three). To keep up the following statutory books:

the register of transfer of shares;

the register of buy-backed shares by an organization;

the register of mortgages, expenses 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 and so on are interested.

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