A Company Secretary is a senior placement in a non-public sector business or public sector organisation, typically in the type of a managerial position or above. In big American and Canadian publicly listed businesses, a firm secretary is typically named a Corporate Secretary or Secretary.
Despite the identify, the position is not a clerical or secretarial 1 in the typical sense. The business secretary ensures that an organisation complies with relevant legislation and regulation, and keeps board customers educated of their legal duties. Company secretaries are the firm’s named representative on lawful files, and it is their accountability to guarantee that the company and its directors work in the law. It is also their accountability to sign up and communicate with shareholders, to make certain that dividends are paid and to sustain business records, this sort of as lists of administrators and shareholders, and once-a-year accounts.
In many countries, private businesses have historically been required by law to appoint one particular particular person as a company secretary, and this man or woman will also normally be a senior board member.
Role AND Duties OF A Firm SECRETARY:
Companies legislation needs only a outlined company to have a total time secretary and a solitary member company (any firm that is not a public business) to have a secretary.
The secretary to be appointed by a outlined business shall be a member of a acknowledged entire body of expert accountants, or a member of a regarded body of company / chartered secretaries or a person holding a masters diploma in Enterprise Administration or Commerce or is a Legislation graduate from a university regarded and getting relevant expertise. However, the company secretary of a single member business shall be a man or woman holding a bachelor degree from a college recognized.
The responsibilities of a business secretary are normally contained in an “employment agreement”. Even so, the company secretary normally performs the following capabilities:-
Capabilities of secretary:
(one). Secretarial capabilities:
To make sure compliance of the provisions of Businesses Legislation and rules made there-under and other statutes and bye-laws of the organization.
To ensure that organization of the firm is executed in accordance with its objects as contained in its memorandum of affiliation.
To make sure that affairs of the business are managed in accordance with its objects contained in the posts of affiliation and the provisions of the Organizations Law.
To put together the agenda in consultation with the Chairman and the other files for all the conferences of the board of administrators.
To set up with and to get in touch with and keep conferences of the board and to get ready a correct report of proceedings.
To show up at the wide meetings in get to guarantee that the lawful specifications are fulfilled, and give this sort of info as are required.
To get ready, in session with the chairman, the agenda and other documents for the basic conferences.
To arrange with the session of chairman the once-a-year and extraordinary standard meetings of the business and to attend this sort of conferences in get to guarantee compliance with the lawful requirements and to make proper report thereof.
To have out all issues worried with the allotment of shares, and issuance of share certificates which includes upkeep of statutory Share Sign up and conducting the suitable routines connected with share transfers.
To prepare, approve, sign and seal agreements leases, authorized types, and other official documents on the company’s behalf, when authorised by the wide of the administrators or the government dependable.
To advise, in conjunctions with the company’s solicitors, the main govt or other executive, in regard of the authorized issues, as needed.
To interact legal advisors and defend the legal rights of the firm in Courts of Law.
To have custody of the seal of the business.
(2). Legal obligations of secretary:
Filling of various documents/returns as needed beneath the provisions of the Firms Regulation.
Correct maintenance of textbooks and registers of the firm as necessary below the provisions of the Organizations Law.
To see whether authorized needs of the allotment, issuance and transfer of share certificates, home loans and charges, have been complied with.
To convene/set up the conferences of directors, on their advise.
To situation notice and agenda of board conferences to every director of the business.
To carry on correspondence with the directors of the organization on numerous issues.
To document the minutes of the proceedings of the conferences of the administrators.
To apply the insurance policies formulated by the directors.
To offer with all correspondence among the organization and the shareholders.
To concerns notice and agenda of the general conferences to the shareholders.
To maintain the document of the proceedings of all basic conferences.
To make arrangement for the payment of the dividend inside approved period of time as provided under the provisions of the Businesses Regulation.
(three). To sustain the pursuing statutory books:
the sign-up of transfer of shares
the sign up of buy-backed shares by a business
the sign-up of home loans, charges etc.
the sign up of users and index thereof
the sign-up of debenture-holders
the sign up of administrators and other officers
the register of contracts
the register of directors’ shareholdings and debentures
the sign-up of local members, directors and officers, in scenario of a foreign company
Sign up of useful possession
Register of deposits
Sign up of director’s share keeping and
Sign-up of contracts, preparations and appointments in which administrators etc are interested.
(4). Other responsibilities:
The business secretary normally undertakes the following obligations:
(a) Guaranteeing that statutory varieties are submitted promptly.
( company secretary system ) Offering members and auditors with notice of assembly.
(c) Filing of copy of specific resolutions on recommended kind inside the specified time interval.
(five). Supplying a duplicate of the accounts to every single member of the firm, each and every debenture holder and every single person who is entitled to obtain discover of common conferences. You have to send out annual audited accounts.
(6). Maintaining or arranging for the possessing of minutes of directors’ meetings and basic conferences.Apart from checking the Directors and Associates minutes books, copies of the minutes of board conferences should also be offered to each and every director.
(7). Ensuring that folks entitled to do so, can inspect organization records.For illustration, users of the organization are entitled to a copy of the company’s sign-up of associates, and to examine the minutes of its general conferences and to have copies of these minutes.
(eight). Custody and use of the typical seal.Companies are required to have a widespread seal and the secretary is usually dependable for its custody and use. (Common seals can be acquired from seal makers)
THE POWERS OF A Firm SECRETARY:
Firms Regulation makes it possible for him to indicator the statutory returns and purposes.
THE Rights OF A Organization SECRETARY:
The rights of a organization secretary rely on the terms of his or her agreement with the firm. The secretary has no particular rights under Organizations Law.