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Function and Duties of a Company Secretary
A Firm Secretary is a senior position in a private sector firm or public sector organisation, usually within the form of a managerial position or above. In large 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 in the traditional sense. The corporate secretary ensures that an organisation complies with relevant laws and regulation, and keeps board members informed of their legal responsibilities. Firm secretaries are the corporate's named representative on authorized documents, and it is their responsibility to make sure that the corporate 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 take care of firm records, equivalent to lists of directors and shareholders, and annual accounts.
In lots of nations, private companies have traditionally been required by law to appoint one person as a company secretary, and this individual can even often 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 firm shall be a member of a acknowledged body of professional accountants, or a member of a recognized 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 firm shall be an individual holding a bachelor degree from a university recognized.
The duties of a company secretary are often contained in an "employment contract". However, the corporate secretary generally performs the next features:-
Capabilities of secretary:
(1). Secretarial capabilities:
To ensure compliance of the provisions of Corporations Law and rules 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 ensure 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 opposite documents for all the meetings of the board of directors.
To arrange with and to call and hold conferences of the board and to prepare an accurate report of proceedings.
To attend the broad conferences in an effort to ensure that the legal necessities are fulfilled, and provide such information as are necessary.
To prepare, in consultation with the chairman, the agenda and other paperwork for the general meetings.
To arrange with the session of chairman the annual and extraordinary normal conferences of the company and to attend such meetings in order to guarantee compliance with the legal requirements and to make appropriate file thereof.
To hold 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, legal kinds, and other 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 different executive, in respect of the authorized issues, as required.
To have interaction legal advisors and defend the rights of the corporate 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 corporate as required under the provisions of the Firms Law.
To see whether authorized requirements of the allotment, issuance and transfer of share certificates, mortgages and expenses, have been complied with.
To convene/arrange the meetings of directors, on their advise.
To difficulty notice and agenda of board meetings to each director of the company.
To hold on correspondence with the directors of the corporate on various matters.
To document the minutes of the proceedings of the conferences of the directors.
To implement the policies formulated by the directors.
To deal with all correspondence between the company and the shareholders.
To issues discover and agenda of the final meetings to the shareholders.
To keep the file of the proceedings of all common meetings.
To make arrangement for the payment of the dividend within prescribed period as provided under the provisions of the Firms Law.
(3). To keep up the next statutory books:
the register of switch of shares;
the register of purchase-backed shares by a company;
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 useful 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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