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Function and Duties of a Firm Secretary
A Firm Secretary is a senior position in a private sector firm or public sector organisation, normally in the type of a managerial position or above. In massive American and Canadian publicly listed companies, a company secretary is typically named a Corporate Secretary or Secretary.
Despite the name, the position isn't a clerical or secretarial one within the ordinary sense. The corporate secretary ensures that an organisation complies with relevant laws and regulation, and keeps board members knowledgeable of their legal responsibilities. Firm secretaries are the company's named consultant on legal documents, and it is their responsibility to ensure that the company and its directors operate within the law. It is also their responsibility to register and communicate with shareholders, to ensure that dividends are paid and to take care of company records, similar to lists of directors and shareholders, and annual accounts.
In many countries, private firms have traditionally been required by law to appoint one person as an organization secretary, and this particular person can even often be a senior board member.
ROLE AND DUTIES OF A COMPANY SECRETARY:
Corporations law requires only a listed company to have a complete 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 related experience. Nonetheless, the company secretary of a single member company shall be an individual holding a bachelor degree from a university recognized.
The duties of an organization secretary are often contained in an "employment contract". However, the corporate secretary usually performs the next functions:-
Features of secretary:
(1). Secretarial features:
To make sure compliance of the provisions of Firms Law and guidelines made there-under and other statutes and bye-laws of the company.
To ensure that enterprise of the corporate is carried out in accordance with its objects as contained in its memorandum of association.
To make sure that affairs of the corporate are managed in accordance with its objects contained within the articles of association and the provisions of the Companies Law.
To prepare the agenda in session with the Chairman and the other documents for all of the conferences of the board of directors.
To arrange with and to call and hold conferences of the board and to organize a correct file of proceedings.
To attend the broad meetings as a way to make sure that the authorized necessities are fulfilled, and provide such info as are necessary.
To organize, in session with the chairman, the agenda and different documents for the final meetings.
To arrange with the consultation of chairman the annual and extraordinary normal meetings of the company and to attend such conferences to be able to ensure compliance with the authorized necessities and to make right report thereof.
To hold out all matters involved with the allotment of shares, and issuance of share certificates together with maintenance of statutory Share Register and conducting the appropriate activities connected with share transfers.
To organize, approve, sign and seal agreements leases, legal varieties, and different official paperwork 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 issues, as required.
To have interaction legal advisors and defend the rights of the company in Courts of Law.
To have custody of the seal of the company.
(2). Legal obligations of secretary:
Filling of varied paperwork/returns as required under the provisions of the Companies Law.
Proper upkeep of books and registers of the company as required under the provisions of the Firms Law.
To see whether legal requirements of the allotment, issuance and switch of share certificates, mortgages and expenses, have been complied with.
To convene/arrange the meetings of directors, on their advise.
To subject 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 report the minutes of the proceedings of the meetings of the directors.
To implement the insurance policies formulated by the directors.
To deal with all correspondence between the corporate and the shareholders.
To issues discover and agenda of the final conferences to the shareholders.
To keep the record 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 Firms Law.
(3). To keep up the following statutory books:
the register of transfer of shares;
the register of buy-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 different 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 so on are interested.
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