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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 form of a managerial position or above. In large American and Canadian publicly listed firms, an organization secretary is typically named a Corporate Secretary or Secretary.
Despite the name, the position just isn't a clerical or secretarial one within the common sense. The corporate secretary ensures that an organisation complies with relevant laws and regulation, and keeps board members knowledgeable of their authorized responsibilities. Company secretaries are the corporate's named consultant 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 make sure that dividends are paid and to maintain firm records, such as lists of directors and shareholders, and annual accounts.
In lots of international locations, private firms have traditionally been required by law to appoint one individual as a company secretary, and this person may also normally be a senior board member.
ROLE AND DUTIES OF A COMPANY SECRETARY:
Firms law requires only a listed firm to have a complete time secretary and a single member firm (any company that's not a public firm) to have a secretary.
The secretary to be appointed by a listed company shall be a member of a recognized body of professional accountants, or a member of a recognized body of corporate / chartered secretaries or an individual holding a masters degree in Business 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 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 corporate secretary usually performs the following features:-
Capabilities of secretary:
(1). Secretarial functions:
To make sure compliance of the provisions of Corporations Law and guidelines made there-under and different statutes and bye-laws of the company.
To make sure 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 Corporations Law.
To organize the agenda in consultation with the Chairman and the opposite documents for all the conferences of the board of directors.
To arrange with and to call and hold conferences of the board and to organize a correct report of proceedings.
To attend the broad meetings with a purpose to ensure that the legal necessities are fulfilled, and provide such info as are necessary.
To prepare, in consultation with the chairman, the agenda and different paperwork for the final meetings.
To arrange with the consultation of chairman the annual and extraordinary basic meetings of the corporate and to attend such meetings with a view to guarantee compliance with the authorized requirements and to make right document thereof.
To carry out all issues concerned with the allotment of shares, and issuance of share certificates including upkeep of statutory Share Register and conducting the appropriate activities linked with share transfers.
To arrange, approve, sign and seal agreements leases, authorized types, and other 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 matters, 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 Firms Law.
Proper maintenance of books and registers of the company as required under the provisions of the Companies Law.
To see whether or not legal necessities of the allotment, issuance and switch of share certificates, mortgages and fees, have been complied with.
To convene/arrange the meetings of directors, on their advise.
To difficulty discover and agenda of board meetings to each director of the company.
To hold on correspondence with the directors of the company on varied matters.
To report 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 discover and agenda of the final meetings to the shareholders.
To keep the file of the proceedings of all basic meetings.
To make arrangement for the payment of the dividend within prescribed interval as provided under the provisions of the Corporations Law.
(3). To keep up the following statutory books:
the register of switch 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 firm;
Register of useful ownership;
Register of deposits;
Register of director's share holding; and
Register of contracts, arrangements and appointments in which directors etc are interested.
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