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Function and Duties of a Company Secretary
A Firm Secretary is a senior position in a private sector firm or public sector organisation, normally in the form of a managerial position or above. In large American and Canadian publicly listed firms, a company secretary is typically named a Corporate Secretary or Secretary.
Despite the name, the position is just not a clerical or secretarial one within the common sense. The company secretary ensures that an organisation complies with related legislation and regulation, and keeps board members knowledgeable of their legal responsibilities. Company secretaries are the corporate's named consultant on authorized documents, and it is their responsibility to ensure that the company and its directors operate within the law. It's also their responsibility to register and communicate with shareholders, to ensure that dividends are paid and to keep up firm records, resembling lists of directors and shareholders, and annual accounts.
In many international locations, private companies have traditionally been required by law to nominate one person as a company secretary, and this person will also normally be a senior board member.
ROLE AND DUTIES OF A COMPANY SECRETARY:
Corporations law requires only a listed company to have a complete time secretary and a single member firm (any firm that is not a public firm) to have a secretary.
The secretary to be appointed by a listed company shall be a member of a acknowledged body of professional accountants, or a member of a recognized body of corporate / chartered secretaries or an individual holding a masters degree in Business Administration or Commerce or is a Law graduate from a university acknowledged and having related experience. However, the corporate secretary of a single member company shall be a person holding a bachelor degree from a university recognized.
The duties of a company secretary are normally contained in an "employment contract". Nonetheless, the corporate secretary generally performs the following capabilities:-
Capabilities of secretary:
(1). Secretarial capabilities:
To make sure compliance of the provisions of Corporations Law and rules made there-under and different statutes and bye-laws of the company.
To make sure that enterprise of the corporate is performed in accordance with its objects as contained in its memorandum of association.
To ensure that affairs of the company are managed in accordance with its objects contained within the articles of affiliation and the provisions of the Companies Law.
To arrange the agenda in session with the Chairman and the other documents for all of the meetings of the board of directors.
To arrange with and to call and hold conferences of the board and to arrange an accurate document of proceedings.
To attend the broad meetings with a view to ensure that the legal requirements are fulfilled, and provide such info as are necessary.
To prepare, in consultation with the chairman, the agenda and different documents for the final meetings.
To arrange with the consultation of chairman the annual and extraordinary general meetings of the company and to attend such meetings with a view to guarantee compliance with the authorized requirements and to make appropriate document thereof.
To hold out all issues involved with the allotment of shares, and issuance of share certificates together with upkeep of statutory Share Register and conducting the appropriate activities linked with share transfers.
To prepare, approve, sign and seal agreements leases, authorized types, and other official paperwork on the corporate's behalf, when authorised by the broad of the directors or the executive responsible.
To advise, in conjunctions with the company's solicitors, the chief executive or other executive, in respect of the authorized matters, as required.
To engage legal advisors and defend the rights of the company in Courts of Law.
To have custody of the seal of the company.
(2). Legal obligations of secretary:
Filling of various paperwork/returns as required under the provisions of the Firms Law.
Proper upkeep of books and registers of the corporate as required under the provisions of the Companies Law.
To see whether or not legal necessities of the allotment, issuance and transfer of share certificates, mortgages and prices, have been complied with.
To convene/arrange the conferences of directors, on their advise.
To problem notice and agenda of board conferences to every director of the company.
To hold on correspondence with the directors of the corporate on varied matters.
To file the minutes of the proceedings of the meetings of the directors.
To implement the policies formulated by the directors.
To deal with all correspondence between the company and the shareholders.
To issues notice and agenda of the overall meetings to the shareholders.
To keep the record of the proceedings of all general meetings.
To make arrangement for the payment of the dividend within prescribed period as provided under the provisions of the Companies Law.
(3). To maintain the next statutory books:
the register of transfer of shares;
the register of buy-backed shares by a company;
the register of mortgages, costs etc.;
the register of members and index thereof;
the register of debenture-holders;
the register of directors and different officers;
the register of contracts;
the register of directors' shareholdings and debentures;
the register of local members, directors and officers, in case of a international firm;
Register of helpful ownership;
Register of deposits;
Register of director's share holding; and
Register of contracts, arrangements and appointments in which directors and so forth are interested.
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