Position And Duties Of A Company Secretary

Position And Duties Of A Company Secretary

A Firm Secretary is a senior position in a private sector company or public sector organisation, usually in the form of a managerial position or above. In large American and Canadian publicly listed corporations, a company secretary is typically named a Corporate Secretary or Secretary.

Despite the name, the function will not be a clerical or secretarial one within the standard sense. The company secretary ensures that an organisation complies with relevant legislation and regulation, and keeps board members informed of their legal responsibilities. Firm secretaries are the corporate's named representative on authorized paperwork, and it is their responsibility to make sure that the corporate and its directors operate within the law. It is also their responsibility to register and talk with shareholders, to make sure that dividends are paid and to take care of firm records, corresponding to lists of directors and shareholders, and annual accounts.

In lots of nations, private companies have traditionally been required by law to appoint one particular person as an organization secretary, and this person may even normally be a senior board member.


Firms law requires only a listed firm to have a complete time secretary and a single member firm (any firm that's not a public company) to have a secretary.

The secretary to be appointed by a listed firm shall be a member of a acknowledged body of professional accountants, or a member of a acknowledged body of corporate / chartered secretaries or an individual holding a masters degree in Enterprise Administration or Commerce or is a Law graduate from a university acknowledged and having related experience. Nevertheless, the corporate secretary of a single member firm shall be an individual holding a bachelor degree from a university recognized.

The duties of an organization secretary are often contained in an "employment contract". Nonetheless, the corporate secretary generally performs the next features:-

Capabilities of secretary:

(1). Secretarial capabilities:

To make sure compliance of the provisions of Companies Law and guidelines made there-under and different statutes and bye-laws of the company.
To make sure that enterprise of the corporate is carried out 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 in the articles of association and the provisions of the Firms Law.
To prepare the agenda in consultation with the Chairman and the other paperwork for all the conferences of the board of directors.
To arrange with and to call and hold meetings of the board and to prepare a correct record of proceedings.
To attend the broad conferences to be able to ensure that the authorized necessities are fulfilled, and provide such data as are necessary.
To arrange, in consultation with the chairman, the agenda and different paperwork for the final meetings.
To arrange with the session of chairman the annual and extraordinary general meetings of the company and to attend such conferences as a way to guarantee compliance with the authorized requirements and to make appropriate document thereof.
To hold out all matters concerned with the allotment of shares, and issuance of share certificates including upkeep of statutory Share Register and conducting the appropriate activities connected with share transfers.
To prepare, approve, sign and seal agreements leases, legal varieties, 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 corporate's solicitors, the chief executive or different executive, in respect of the legal issues, as required.
To interact authorized advisors and defend the rights of the corporate in Courts of Law.
To have custody of the seal of the company.
(2). Legal obligations of secretary:
Filling of various documents/returns as required under the provisions of the Companies Law.
Proper upkeep of books and registers of the corporate as required under the provisions of the Corporations Law.
To see whether authorized necessities of the allotment, issuance and switch of share certificates, mortgages and costs, have been complied with.
To convene/arrange the meetings of directors, on their advise.
To problem discover and agenda of board conferences to every director of the company.
To hold on correspondence with the directors of the company on various matters.
To record 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 corporate and the shareholders.
To points discover and agenda of the final meetings to the shareholders.
To keep the record of the proceedings of all basic meetings.
To make arrangement for the payment of the dividend within prescribed period as provided under the provisions of the Firms Law.
(3). To take care of the next statutory books:
the register of switch of shares;
the register of purchase-backed shares by an organization;
the register of mortgages, fees 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 native members, directors and officers, in case of a foreign firm;
Minute books;
Proxy register;
Register of beneficial 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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