Thursday, April 11, 2019

Company secretary's role and responsibilities

A company secretary is a senior position in a private company or public sector organization, usually in the form of a management position or above. In large public companies in the United States and Canada, company secretaries are usually appointed as company secretaries or secretaries.

Despite this name, this role is not a general instrument or secretary. The company secretary ensures that the organization complies with relevant laws and regulations and makes board members aware of their legal responsibilities. The company secretary is the company's designated representative on the legal documents and they are responsible for ensuring that the company and its directors operate within the law. They also have the responsibility to register and communicate with shareholders to ensure payment of dividends and to maintain company records, such as directors and shareholder lists and annual accounts.

In many countries, traditionally, private companies are required to appoint a person to serve as a company secretary, who is usually a senior board member.

The role and responsibilities of the company secretary:

Company law requires that only one listed company can have a secretary and a member company [not a listed company].

A secretary appointed by a listed company must be a member of an accredited professional accountant group, or a recognized member of the OC/privilege secretary, or a person holding a master's degree in business administration or business, or a graduate of a law major from a university And have relevant experience. However, the company secretary of a single member company will have a bachelor's degree from a university.

The duties of the company secretary are usually included in the "employment contract". However, the company secretary usually performs the following functions: -

Secretary function:

[1]. Secretary function:

  • Ensure compliance with the rules of the company law and the rules established by the company's other regulations and rules.
  • Ensure that the company's business is linked in accordance with the objectives in its memorandum of association.
  • Ensure that the company's affairs are managed in accordance with the objects of the company's articles of association and company law.
  • Work with the chair to develop an agenda and prepare additional documents for all meetings of the board.
  • Arrange and convene and hold board meetings and prepare correct litigation records.
  • Participate in a wide range of meetings to ensure legal requirements are met and the necessary information is provided.
  • Prepare the agenda and other documents of the General Assembly in consultation with the Chair.
  • Arrange and participate in such meetings through the chairman's consultation with the company's annual and special meetings to ensure compliance with legal requirements and to make proper records.
  • Execute all matters relating to the distribution of shares and issue shares, including maintaining the statutory share register and conducting appropriate activities related to the transfer of shares.
  • Under the authority of the majority of directors or responsible persons, on behalf of the company to prepare, approve, sign and sign agreement leases, legal forms and other official documents.
  • Advise with the company's attorney, CEO or other senior management to comply with legal matters upon request.
  • Hire legal counsel and defend the company's rights in the court.
  • Keep the seal of the company.
[2]. Legal obligations of the secretary:

  • Fill in various documents/returns in accordance with company law.
  • Properly maintain the company's books and registrants in accordance with company law.
  • Check whether the legal requirements for the distribution, issuance and transfer of stocks, mortgages and fees are complied with.
  • Convene/arrange board meetings based on their recommendations.
  • Issue a board meeting notice and agenda to each director of the company.
  • Communicate with company directors on a variety of matters.
  • Record the minutes of the minutes of the board of directors.
  • Executive Director's policy.
  • Handle all communications between the company and its shareholders.
  • Announce the shareholders' meeting notice and agenda to shareholders.
  • Keep the minutes of all shareholders' meetings.
  • According to the provisions of the company law, payment disputes are arranged within the prescribed time limit.
[3]. Keep the following statutory books:

  • Register of share transfers;
  • The company purchases a register that supports stocks;
  • Mortgage registration, fees, etc.;
  • Member register and its index;
  • Register of debt holders;
  • a register of directors and other personnel;
  • Contract register;
  • Director Register ' Shareholding and Debt;
  • Registration of local members, directors and officers of foreign companies;
  • Minute book
  • Agent registration;
  • Beneficiary ownership registration;
  • Deposit register;
  • Director registration of shares registration; and
  • Directors and other interested contracts, arrangements and appointment of registers.
[4]. Other duties:

The company secretary usually assumes the following responsibilities:

[a] Ensure that the statutory form is submitted immediately.

[b] Provide meeting notices to members and auditors.

[c] submit a copy of the special resolution in the prescribed form within the specified time.

[5]. A copy of the account is provided to each member of the company, each creditor holder, and everyone entitled to receive notice of the general meeting. You must send an annual audit account.

[6]. Keep or schedule a few minutes of directors and conferences. In addition to supervising the minutes of directors and members, a copy of the minutes of the board meeting shall be provided to each director.

[7]. Make sure that the person with the right to do so can check the company record. For example, a company member has the right to obtain a copy of the company's member register and check its meeting minutes and get these minutes.

[8]. The custody and use of public seals. The company must have an official seal and the secretary is usually responsible for its customs and use. [Ordinary seals can be purchased from the seal manufacturer]

Company Secretary's powers:

Company law allows him to sign statutory returns and applications.

Company Secretary's rights:

The company secretary's rights depend on his or her contractual terms with the company. According to company law, the secretary has no special rights.





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