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 US and Canadian corporations, the company secretary is usually referred to as the 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 representatives of the company in 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, private companies have traditionally been required by law to appoint a person as company secretary, and this person will usually also be a senior board member.

ROLE AND DUTIES OF A BUSINESS SECRETARY:

Company law requires that only a publicly traded company have a full-time secretary and that a single-member company (any company that is not a public company) have a secretary.

The secretary to be appointed by a publicly traded company must be a member of a recognized body of professional accountants, or a member of a recognized body of corporate/chartered secretaries, or an individual who has an MBA or Commerce degree. Law from a recognized university with relevant experience. However, the company secretary of a sole proprietorship must be an individual who holds 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 usually performs the following functions:-

Duties of the secretary:

(1). Secretarial functions:

• Ensure compliance with the provisions of the Corporations Law and the rules issued under it and other statutes and regulations of the company.

• Ensure that the business of the company is carried out in accordance with its objects contained in its articles of incorporation.

• Ensure that the company’s affairs are managed in accordance with its purpose contained in the bylaws and the provisions of the Corporations Law.

• Prepare the agenda in consultation with the President and the other documents of all the meetings of the board of directors.

• Arrange and call and hold meetings of the board and prepare a proper record of proceedings.

• Attend general meetings in order to ensure that legal requirements are met and provide the necessary information.

• Prepare, in consultation with the president, the agenda and other documents of the general assemblies.

• Call, 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 keep a correct record of them.

• Carry out all matters related to the allotment of shares and the issuance of share certificates, including maintaining the Legal Share Register and carrying out appropriate activities related to share transfers.

• Prepare, approve, sign and seal lease contracts, legal forms and other official documents on behalf of the company, when so authorized by the broad of the directors or the responsible executive.

• Advise, in conjunction with company attorneys, the CEO or other executive, regarding legal matters, as necessary.

• Hire legal advisors and defend the rights of the company in the Courts of Justice.

• Have custody of the company seal.

(two). Legal obligations of the secretary:

• Filling of various documents/declarations as required by the provisions of the Companies Act.

• The correct maintenance of the company’s books and records in accordance with the provisions of the Corporations Law.

• Verify whether the legal requirements for awarding, issuing and transferring certificates of shares, mortgages and charges have been met.

• Call/arrange directors’ meetings, with their advice.

• Issue notice and agenda of board meetings to all directors of the company.

• Maintain correspondence with the directors of the company on various matters.

• Take minutes of the minutes of the directors’ meetings.

• Implement the policies formulated by the directors.

• Handle all correspondence between the company and the shareholders.

• Issue notice and agenda of the general meetings to the shareholders.

• Keep the record of the minutes of all general assemblies.

• Order the payment of the dividend within the terms indicated in the provisions of the Corporations Law.

(3). Keep the following statutory books:

• share transfer register;

• the registration of shares repurchased by a company;

• registration of mortgages, charges, etc.;

• the register of members and its index;

• the registry of bondholders;

• the register of directors and other officers;

• contract registration;

• the registry of participations and obligations of the directors;

• the register of partners, directors and local officials, in the case of a foreign company;

• minute books;

• registry of attorneys;

• Registry of final beneficiaries;

• deposit register;

• Director’s share holding record; Y

• Registration of contracts, arrangements and appointments in which the administrators are interested, etc.

(4). Other duties:

The company secretary generally assumes the following functions:

(a) Ensure that regulatory forms are filed promptly.

(b) Provide members and auditors with notice of meeting.

(c) Presentation of a copy of special resolutions in the prescribed form within the specified term.

(5). Provide a copy of the accounts to each member of the company, each debenture holder and each person entitled to receive notice of general meetings. You must submit audited annual accounts.

(6). Take or arrange the drafting of minutes of meetings of directors and general assemblies.

(7). Guarantee that the people authorized to do so can inspect the company’s records.

(8). Custody and use of the common seal Companies are required to have a common seal and the secretary is usually responsible for its custody and use. (Common stamps can be purchased from stamp makers)

THE POWERS OF THE SECRETARY OF A COMPANY:

The Companies Act allows you to sign legal declarations and applications.

THE RIGHTS OF A BUSINESS SECRETARY:

The rights of a company secretary depend on the terms of your contract with the company. The secretary has no special rights under the Public Limited Companies Act.