Company Secretary is one of the key positions of a company and is highly responsible one. Company Secretary is called Corporate Secretary in some places and hold same position of Company Secretary. He or she act as bridge of the employees and employers and maintain secrecy of the company. Company Secretary who is qualified member of Chartered Secretary of respective country. License secretary and / or highly professional including graduation of Law are allowed to become a Company Secretary. As noticeable is most of the countries foreigners are not allowed to become Company Secretary but rules are not same for all countries. Many responsibilities are taken on own solders of a company secretary being statutory right. Company Secretary is appointed in public companies as mandatory and some of the cases in private limited company also. One or multiple Company Secretary might be appointed in each company. Many duties and responsibilities are performed by Company Secretary as follows:
- Prepare board meeting minutes to register a new company
- Prepare Memorandum And Article of Association
- Prepare required forms to approve new company from government
- Questionable of any compliance of the company
- Appoint directors of the company
- Change directors of the company
- Attend and arrange Annual General Meeting
- Arrange any board meeting resolution
- Increase share of the company
- Prepare papers to apply of public listing company
- Update to the employer about listing rules and regulations
- Keep relation with employer, employees, auditor, government and non government bodies.
- Act as director of the company, if necessary
- Annual Return Filing of the company
Prepare board meeting minutes to register a new company
Company Secretary prepares meeting resolution if required to register a new company. As first meeting minutes following information are mentioned:
- Proposed name of the company
- Number of shares allocation
- Value of each shares
- Position of the directors
Prepare Memorandum & Article of Association
Each company has constitution by what company is followed. Memorandum: It is the objectives of the company those are actually business activities information. Article of Association: This is internal rules of the company by what business activities will be followed. Company Secretary prepares Memorandum and Article of Association on behalf of the proposed company. All information of MOA and AOA are written as Act and rules of the government and Company Act of the country.
Prepare required forms to approve new company from government
Company Secretary prepares required forms to be placed before government business licensing office of the country. There are some particular forms of each country those have to be signed by the directors of the company.
Questionable of any compliance of the company
Company Secretary is questionable of any compliance of the company. So, he/ she should be updated always about compliance to be applied. If any penalty is applied for company or directors are responsible to be handled by Company Secretary to be resolved.
Appoint directors of the company
If any new director is appointed of a company some formalities are followed and said formalities are handled by Company Secretary.
Change directors of the company
Sometimes directors are changed as decision by the board and/ or annual general meeting. Company Secretary being responsible to act of changing formalities is done.
Attend and arrange Annual General Meeting
All companies hold a meeting annually to declare profit, loss accounts, share holding changes, director’s profile and any other serious issue to be solved. To prepare required papers and invite share holders and directors and auditor are done by Company Secretary.
Arrange any board meeting minutes
Board Meeting is needed every now and then to make decision unanimously by the board like opening bank account, apply for loan, appointing acting director, purchasing property and public share offering and many more reasons when directors think fit to hold meeting.
Increase share of the company
Share capital of the company might be necessary to increase and decision is made by the directors of the company and all formalities are done by the Company Secretary.
Prepare papers to apply of public listing company
There are many more rules and regulation and queries have to face from government and listing regulatory authorities for approval of new listing company. Secretary has to know all rules of applications and reply smartly from applicant to satisfy regulatory that applied company is fit for public listing.
Update to the employer about listing rules and regulations
Rules and regulations of stock exchanges are changed and are updated to the directors.
Keep relation with employer, employees, auditor, government and non government bodies.
Being Company Secretary every person belief him/ her and share private information. Every person is important being so Company Secretary keeps relation with owners, employees and other organs.
Act as director of the company, if necessary
In case of absence of the directors Company Secretary holds director’s position as law and act on behalf of director.
Annual Return Filing
Every company as law has to submit annual return to the registrar office and/ or income tax office. Company Secretary is responsible to filing them accordingly.