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Role and Duties of a Firm Secretary
A Company Secretary is a senior position in a private sector firm or public sector organisation, normally within 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 function will not be a clerical or secretarial one within the standard sense. The company secretary ensures that an organisation complies with related legislation and regulation, and keeps board members knowledgeable of their legal responsibilities. Firm secretaries are the corporate's named consultant on legal 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 take care of firm records, reminiscent of lists of directors and shareholders, and annual accounts.
In many countries, private firms have traditionally been required by law to nominate one individual as a company secretary, and this person may even usually be a senior board member.
ROLE AND DUTIES OF A COMPANY SECRETARY:
Corporations law requires only a listed firm to have a complete 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 company shall be a member of a recognized body of professional accountants, or a member of a acknowledged 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 acknowledged and having relevant experience. Nonetheless, the company secretary of a single member company shall be a person holding a bachelor degree from a university recognized.
The duties of an organization secretary are usually contained in an "employment contract". Nevertheless, the company secretary usually performs the next capabilities:-
Capabilities of secretary:
(1). Secretarial functions:
To make sure compliance of the provisions of Companies Law and guidelines made there-under and different statutes and bye-laws of the company.
To ensure that business of the corporate is conducted 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 association and the provisions of the Companies Law.
To organize the agenda in session with the Chairman and the other documents for all of 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 meetings so as to be certain that the authorized requirements are fulfilled, and provide such info as are necessary.
To arrange, in session with the chairman, the agenda and other 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 so as 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 together with maintenance 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 documents on the corporate's behalf, when authorised by the broad of the directors or the executive responsible.
To advise, in conjunctions with the corporate's solicitors, the chief executive or other executive, in respect of the legal matters, as required.
To engage authorized 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 Corporations Law.
Proper upkeep of books and registers of the company as required under the provisions of the Companies Law.
To see whether authorized requirements of the allotment, issuance and switch of share certificates, mortgages and prices, have been complied with.
To convene/arrange the meetings of directors, on their advise.
To concern discover and agenda of board conferences to each director of the company.
To hold on correspondence with the directors of the corporate on numerous 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 corporate and the shareholders.
To issues notice and agenda of the final conferences to the shareholders.
To keep the report of the proceedings of all basic meetings.
To make arrangement for the payment of the dividend within prescribed period as provided under the provisions of the Corporations Law.
(3). To keep up the next statutory books:
the register of switch of shares;
the register of buy-backed shares by a company;
the register of mortgages, costs 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 native members, directors and officers, in case of a international company;
Minute books;
Proxy register;
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 forth are interested.
Website: https://fastlanepro.hk/company-secretarial-services/
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