What is a Company Secretary?
A company secretary is typically named a corporate secretary or secretary. The Company Secretary is one of the company’s named representatives on legal documentation.
The company secretary is responsible for the efficient administration of a company, particularly with regard to ensuring the following: -
- Compliance with Corporate Governance and other financial and legal regulations.
- Management of Shareholder Administration and Communication.
- Provision of strategic advice to the Company’s Board of Directors.
- Ensuring that decisions of the Board of Directors are implemented.
What are the Duties of a Company Secretary?
Whilst company secretary duties are not set out in legislation, responsibilities would usually fall into the following areas:
- Filing Annual Returns
Completing and filing the Annual Return, together with other statutory returns including the Annual Accounts, directors’ report, and auditors’ report, tax returns, and company accounts where applicable.
- Maintaining The Statutory Books
A company’s statutory books are a number of key registers required to be maintained and updated by Company Law, including in relation to its shareholders and directors. They include:
• The Register of Members.
• The Register of Present and Past Directors and Secretaries.
• The Register of Directors’ Shareholdings.
• The Register of all Shareholders, Past and Present, and their Shareholdings
• A File of Annual Returns.
• The Minute Books
Secretaries must also maintain the registers of any charges on the company’s assets and also a register of the debenture holders. Additionally, secretaries need to maintain the minutes of general meetings and board meetings.
- Arrange Meetings
A company secretary must arrange meetings of directors and shareholders. This includes:
• Setting the dates for the board meeting after liaising with the chairman and CEO
• Notifying the directors of the time, date, and place of the meeting.
• Meeting with management and the chairman to agree on items for the agenda, and developing the agenda for the meeting.
The company secretary would normally be responsible for the arrangement of board meetings, including drafting the agenda, circulating supporting papers and notices, and producing the minutes of all meetings.
- Maintaining The Registered Office Address
The company secretary is usually responsible for maintaining the registered office address. This includes ensuring that the registered office address and other company details are accurate on business stationery, company website, and emails.
- Security of Company Documents
Ensuring the security of the company’s legal documents including the certificate of incorporation, memorandum and articles of association, company seal, share certificates, and directors service contracts.