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Role and Duties of a Company Secretary
A Company Secretary is a senior position in a private sector company or public sector organisation, normally within the form of a managerial position or above. In giant American and Canadian publicly listed corporations, an organization secretary is typically named a Corporate Secretary or Secretary.
Despite the name, the position is 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 informed of their authorized responsibilities. Firm secretaries are the corporate's named representative on authorized paperwork, 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 maintain firm records, reminiscent of lists of directors and shareholders, and annual accounts.
In many international locations, private companies have traditionally been required by law to appoint one person as a company secretary, and this individual may even usually be a senior board member.
ROLE AND DUTIES OF A COMPANY SECRETARY:
Companies law requires only a listed firm to have a whole time secretary and a single member firm (any firm that isn't a public firm) 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 acknowledged 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 acknowledged and having relevant experience. Nevertheless, the company 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". Nevertheless, the company secretary generally performs the next capabilities:-
Functions of secretary:
(1). Secretarial functions:
To ensure compliance of the provisions of Corporations Law and guidelines made there-under and other statutes and bye-laws of the company.
To ensure that enterprise 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 affiliation and the provisions of the Companies Law.
To arrange the agenda in session with the Chairman and the opposite paperwork for all the conferences of the board of directors.
To arrange with and to call and hold conferences of the board and to prepare an accurate document of proceedings.
To attend the broad meetings in an effort to make sure that the legal necessities are fulfilled, and provide such data as are necessary.
To organize, in session with the chairman, the agenda and different paperwork for the overall meetings.
To arrange with the consultation of chairman the annual and extraordinary general meetings of the corporate and to attend such meetings with a view to ensure compliance with the legal necessities and to make appropriate document thereof.
To hold out all issues 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 prepare, approve, sign and seal agreements leases, legal forms, 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 different executive, in respect of the legal matters, as required.
To engage 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 various documents/returns as required under the provisions of the Firms Law.
Proper upkeep of books and registers of the company as required under the provisions of the Corporations Law.
To see whether authorized necessities of the allotment, issuance and transfer of share certificates, mortgages and fees, have been complied with.
To convene/arrange the conferences of directors, on their advise.
To situation discover and agenda of board meetings to each director of the company.
To hold on correspondence with the directors of the corporate on numerous 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 notice and agenda of the final meetings to the shareholders.
To keep the document 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 Corporations Law.
(three). To maintain the next statutory books:
the register of transfer of shares;
the register of buy-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 local members, directors and officers, in case of a international 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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