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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, usually in the type of a managerial position or above. In large American and Canadian publicly listed companies, an organization secretary is typically named a Corporate Secretary or Secretary.
Despite the name, the role is just not a clerical or secretarial one in the common sense. The corporate secretary ensures that an organisation complies with relevant laws and regulation, and keeps board members knowledgeable of their legal responsibilities. Company secretaries are the company's named representative on authorized documents, 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 keep up firm records, such as lists of directors and shareholders, and annual accounts.
In many international locations, private corporations have traditionally been required by law to nominate one person as an organization secretary, and this particular person may also often be a senior board member.
ROLE AND DUTIES OF A COMPANY SECRETARY:
Corporations law requires only a listed company to have an entire time secretary and a single member company (any company that's not a public company) 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 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 recognized and having relevant experience. Nevertheless, 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 usually contained in an "employment contract". Nonetheless, the corporate secretary generally performs the following functions:-
Features of secretary:
(1). Secretarial features:
To ensure compliance of the provisions of Companies Law and guidelines made there-under and other 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 corporate are managed in accordance with its objects contained in the articles of association and the provisions of the Corporations Law.
To arrange the agenda in consultation with the Chairman and the opposite paperwork for all the meetings of the board of directors.
To arrange with and to call and hold meetings of the board and to prepare an accurate file of proceedings.
To attend the broad conferences in order to make sure that the authorized requirements are fulfilled, and provide such information as are necessary.
To arrange, in consultation with the chairman, the agenda and other paperwork for the overall meetings.
To arrange with the consultation of chairman the annual and extraordinary general conferences of the corporate and to attend such meetings as a way to ensure compliance with the authorized necessities and to make right report thereof.
To carry out all matters concerned with the allotment of shares, and issuance of share certificates together with maintenance of statutory Share Register and conducting the appropriate activities related with share transfers.
To prepare, approve, sign and seal agreements leases, authorized types, and different official documents 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 legal matters, as required.
To interact authorized advisors and defend the rights of the company in Courts of Law.
To have custody of the seal of the company.
(2). Authorized obligations of secretary:
Filling of assorted paperwork/returns as required under the provisions of the Corporations Law.
Proper upkeep of books and registers of the corporate as required under the provisions of the Firms Law.
To see whether or not legal requirements of the allotment, issuance and transfer of share certificates, mortgages and charges, have been complied with.
To convene/arrange the conferences of directors, on their advise.
To difficulty notice and agenda of board meetings to each director of the company.
To hold on correspondence with the directors of the company on numerous matters.
To report the minutes of the proceedings of the conferences of the directors.
To implement the insurance policies formulated by the directors.
To deal with all correspondence between the company and the shareholders.
To points discover and agenda of the final conferences to the shareholders.
To keep the document of the proceedings of all common meetings.
To make arrangement for the payment of the dividend within prescribed interval as provided under the provisions of the Firms Law.
(3). To maintain the next statutory books:
the register of switch of shares;
the register of purchase-backed shares by an organization;
the register of mortgages, expenses 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 overseas firm;
Register of helpful ownership;
Register of deposits;
Register of director's share holding; and
Register of contracts, arrangements and appointments in which directors etc are interested.
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