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Position and Duties of a Firm Secretary
A Company Secretary is a senior position in a private sector company or public sector organisation, normally within 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 will not be a clerical or secretarial one within the typical sense. The corporate secretary ensures that an organisation complies with relevant laws and regulation, and keeps board members knowledgeable of their authorized responsibilities. Firm 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 communicate with shareholders, to ensure that dividends are paid and to keep up company records, reminiscent of lists of directors and shareholders, and annual accounts.
In lots of nations, private companies have traditionally been required by law to nominate one individual as an organization secretary, and this person will 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 firm (any company that isn't 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 recognized body of corporate / chartered secretaries or a person holding a masters degree in Enterprise Administration or Commerce or is a Law graduate from a university recognized and having relevant experience. Nonetheless, 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 often contained in an "employment contract". Nevertheless, the company secretary generally performs the following functions:-
Features of secretary:
(1). Secretarial capabilities:
To make sure compliance of the provisions of Corporations Law and guidelines made there-under and other statutes and bye-laws of the company.
To ensure that business of the corporate is performed in accordance with its objects as contained in its memorandum of association.
To make sure that affairs of the company are managed in accordance with its objects contained within the articles of affiliation and the provisions of the Companies Law.
To organize the agenda in consultation with the Chairman and the other documents for all the conferences of the board of directors.
To arrange with and to call and hold meetings of the board and to organize a correct record of proceedings.
To attend the broad conferences as a way to make sure that the legal requirements are fulfilled, and provide such info as are necessary.
To organize, in session with the chairman, the agenda and other documents for the overall meetings.
To arrange with the consultation of chairman the annual and extraordinary common conferences of the company and to attend such conferences in an effort to ensure compliance with the legal necessities and to make correct file thereof.
To hold out all matters involved with the allotment of shares, and issuance of share certificates including maintenance of statutory Share Register and conducting the appropriate activities connected with share transfers.
To arrange, approve, sign and seal agreements leases, legal types, and different official paperwork 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 other 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 assorted documents/returns as required under the provisions of the Companies Law.
Proper maintenance of books and registers of the corporate as required under the provisions of the Firms Law.
To see whether authorized necessities of the allotment, issuance and transfer of share certificates, mortgages and costs, have been complied with.
To convene/arrange the conferences of directors, on their advise.
To concern notice and agenda of board conferences to each director of the company.
To carry on correspondence with the directors of the corporate on various matters.
To document 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 company and the shareholders.
To points notice and agenda of the final meetings to the shareholders.
To keep the file of the proceedings of all general meetings.
To make arrangement for the payment of the dividend within prescribed interval as provided under the provisions of the Companies Law.
(three). To keep up the next statutory books:
the register of switch of shares;
the register of purchase-backed shares by an organization;
the register of mortgages, charges etc.;
the register of members and index thereof;
the register of debenture-holders;
the register of directors and other officers;
the register of contracts;
the register of directors' shareholdings and debentures;
the register of local 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 many others are interested.
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