A company secretary is a senior position in a public or private sector organization, generally in the form of a managerial position or above.
In large Canadian and American publicly listed corporations, a company secretary is referred to as a corporate secretary. Despite the name, this role has no such secretarial or clerical limits in the usual sense. So what else could be the exact work of a company secretary then?
So simply, a company secretary is the one to ensure that the organization has relevant compliance with regulation and the legislation. All the legal responsibilities are kept updated to the board members from his side. On all the legal documents, they fit as a company’s name representative. Moreover, it is their responsibility to communicate and register with the shareholders, maintain their records, and ensure their paychecks of dividends.
In many nations, it has been a traditional requirement for private companies to appoint a Company Secretary, for their businesses. Company law states to have a full-span secretary only to some listed companies, whereas, a single-member company (which is not a public company) can have a secretary.
The ordained secretary should be a member of a reputable body of professional accountants or a member of an affiliated body of chartered secretary and corporate. A CS usually holds a master’s degree in B.A or commerce and must have relevant experience too. However, if it is a secretary of a single-member company, then the qualifications and experience needed, may alleviate up to some extent.
The roles and duties of a company secretary can be divided as-
- Secretarial functions
- To have custody of the company’s seal.
- To ensure that the business of the entity is going as per its objects same as contained in its memorandum of association.
- To prepare the agenda of the meeting for the board of directors. He also ensures to hold a correct record of the proceeding steps.
- To be energetically present in the board meeting to provide vital information and to ensure that all the legal provisions are fulfilled.
- The preparation, approval, signature, and legal forms are looked up by him. Agreement leases and other documents, on the behalf of a company, are prepared by a CS itself.
- Legal obligations
- Filing of several documents which are required under the company’s law provision is seen by him.
- Maintaining books and registers. With the directors, they carry out several correspondences.
- To see whether legal requirements of the issuance, allotment, and transfer of share certificate, charges, and mortgages have been complied with.
- To maintain the statuary books
- Proxy registers, minute books, register of deposits are maintained by a company secretary.
- Register for the transfer of shares, mortgages, charges, debenture holders, the contracts.
- The register of officers and directors.
- The register of debentures and direct share shareholdings.
- Other responsibilities
- He supplies a copy of the account to the members of a company. Besides monitoring the directors and equipping them with advice, he also delivers records of minutes of a board meeting to every director.
- Statutory forms are to be crammed promptly are also checked by a company secretary.
- On prescribed forms, are filed within a stipulated time under his supervision.