A company secretary is a high-level position in a private sector company or public sector organization, usually in the form of a managerial or higher position. In large publicly traded American and Canadian corporations, the secretary of a company is generally referred to as a Corporate Secretary or Secretary.
Despite the name, the role is not clerical or secretarial in the usual sense. The company secretary ensures that an organization complies with relevant laws and regulations and keeps board members informed of their legal responsibilities. Company secretaries are the designated representative of the company on legal documents, and it is their responsibility to ensure that the company and its directors operate within the law. It is also your responsibility to register and communicate with shareholders, ensure dividends are paid, and maintain company records, such as lists of directors and shareholders, and annual accounts.
In many countries, the law has traditionally required private companies to appoint one person as the company secretary, and this person is also often a senior member of the board.
ROLE AND DUTIES OF THE BUSINESS SECRETARY:
Company law requires only a publicly traded company to have a full-time secretary and a member company (any company that is not a public company) to have a secretary.
The secretary to be appointed by a listed company must be a member of a recognized body of professional accountants, or a member of a recognized body of corporate / collegiate secretaries or a person with a master’s degree in Business or Commerce Administration or a law graduate. from a recognized university with relevant experience. However, the company secretary of a sole proprietorship will be a person with a bachelor’s degree from a recognized university.
The duties of a company secretary are usually contained in an “employment contract”. However, the company secretary generally performs the following functions: –
Secretary functions:
(1). Secretariat functions:
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Ensure compliance with the provisions of the Public Limited Companies Law and the rules established therein and other bylaws and ordinances of the company.
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Ensure that the company’s business is carried out in accordance with its objectives, as set out in its memorandum of association.
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Ensure that the affairs of the company are managed in accordance with its objects contained in the statutes and the provisions of the Public Limited Companies Act.
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Prepare the agenda in consultation with the President and the other documents of all meetings of the board of directors.
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Organize and call and hold board meetings and prepare a correct record of procedures.
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Attend broad meetings in order to ensure compliance with legal requirements and provide the necessary information.
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Prepare, in consultation with the president, the agenda and other documents of the general meetings.
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Arrange, with the consultation of the president, the annual and extraordinary general meetings of the company and attend said meetings in order to ensure compliance with legal requirements and their correct record.
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Carrying out all matters related to the allocation of shares and the issuance of share certificates, including maintaining the legal Share Register and carrying out the appropriate activities related to the transfer of shares.
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Prepare, approve, sign and seal lease contracts, legal forms and other official documents on behalf of the company, when authorized by the broad of the directors or the responsible executive.
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Advise, together with the company’s attorneys, the chief executive or another executive, regarding legal matters, as required.
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Hire legal advisors and defend the rights of the company in the Courts of Justice.
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Have custody of the company seal.
(two). Legal obligations of the secretary:
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Filling of various documents / statements as required by the Public Limited Companies Law.
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Proper maintenance of the company’s books and records as required by the Public Limited Companies Law.
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See if the legal requirements for the award, issuance and transmission of certificates of shares, mortgages and charges have been met.
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Call / organize directors’ meetings, under their advice.
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Issue a call and agenda for board meetings to all company directors.
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Correspondence with the directors of the company on various matters.
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Record the minutes of the deliberations of the directors’ meetings.
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Implement the policies formulated by the directors.
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Process all correspondence between the company and the shareholders.
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Issue the call and agenda of the general meetings to the shareholders.
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Keep a record of the actions of all general meetings.
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Make the arrangements for the payment of the dividend within the term established according to the provisions of the Public Limited Companies Law.
(3). Maintain the following legal books:
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the share transfer register;
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the registration of shares backed by the purchase of a company;
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the registry of mortgages, charges, etc .;
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the register of partners and index thereof;
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the registry of bondholders;
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the registry of directors and other officers;
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registration of contracts;
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the register of participations and obligations of the directors;
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the registration of members, directors and local officials, in the case of a foreign company;
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Minute books;
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Proxy registration;
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Registry of beneficial owners;
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Deposit register;
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Director’s share holding record; Y
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Register of contracts, arrangements and appointments in which directors are interested, etc.
(4). Other duties:
The company secretary usually takes on the following functions:
(a) Ensure that legal forms are submitted promptly.
(b) Provide members and auditors with a meeting notice.
(c) Presentation of a copy of special resolutions in a prescribed manner within the specified period of time.
(5). Provide a copy of the accounts to all members of the company, all bondholders and all persons who have the right to receive notification of the general meetings. You must submit audited annual accounts.
(6). Keep or arrange for the completion of minutes of the boards of directors and general meetings.
(7). Make sure that those with the right to do so can inspect the company’s records.
(8). Custody and use of the common seal. Companies must have a common seal and the secretary is usually responsible for its custody and use. (Common stamps can be purchased from stamp manufacturers)
THE POWERS OF A BUSINESS SECRETARY:
The Corporations Law allows you to sign legal declarations and requests.
THE RIGHTS OF THE COMPANY SECRETARY:
The rights of a company secretary depend on the terms of your contract with the company. The secretary does not have special rights according to the Corporations Law.
