Position and Duties of a Firm Secretary
A Firm Secretary is a senior position in a private sector company or public sector organisation, usually in the type of a managerial position or above. In massive American and Canadian publicly listed corporations, an organization secretary is typically named a Corporate Secretary or Secretary.
Despite the name, the role isn't a clerical or secretarial one in the regular sense. The company secretary ensures that an organisation complies with relevant legislation and regulation, and keeps board members knowledgeable of their legal responsibilities. Company secretaries are the company's named consultant on legal paperwork, 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 talk with shareholders, to ensure that dividends are paid and to keep up firm records, corresponding to lists of directors and shareholders, and annual accounts.
In many nations, private firms have traditionally been required by law to appoint one person as a company secretary, and this particular person may even normally be a senior board member.
ROLE AND DUTIES OF A COMPANY SECRETARY:
Companies law requires only a listed firm to have an entire time secretary and a single member company (any company that isn't 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 Enterprise Administration or Commerce or is a Law graduate from a university acknowledged and having related experience. Nevertheless, the company secretary of a single member company shall be an individual holding a bachelor degree from a university recognized.
The duties of a company secretary are normally contained in an "employment contract". However, the company secretary generally performs the next functions:-
Capabilities of secretary:
(1). Secretarial features:
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 business of the company 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 in the articles of association and the provisions of the Corporations Law.
To arrange the agenda in consultation 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 report of proceedings.
To attend the broad conferences so as to be sure that the authorized necessities are fulfilled, and provide such information as are necessary.
To organize, in consultation with the chairman, the agenda and other paperwork for the general meetings.
To arrange with the session of chairman the annual and extraordinary normal meetings of the company and to attend such meetings so as to guarantee compliance with the legal requirements 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 linked with share transfers.
To organize, approve, sign and seal agreements leases, authorized types, and different official documents on the company'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 different 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 documents/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 authorized necessities of the allotment, issuance and transfer of share certificates, mortgages and charges, have been complied with.
To convene/arrange the meetings of directors, on their advise.
To situation notice 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 file the minutes of the proceedings of the conferences 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 final meetings to the shareholders.
To keep the report of the proceedings of all normal meetings.
To make arrangement for the payment of the dividend within prescribed period as provided under the provisions of the Companies Law.
(three). To maintain the following statutory books:
the register of transfer of shares;
the register of buy-backed shares by a company;
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 company;
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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