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Role 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 type 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 role is just not a clerical or secretarial one within the typical sense. The corporate secretary ensures that an organisation complies with relevant laws and regulation, and keeps board members informed of their authorized responsibilities. Company secretaries are the corporate's named consultant on authorized documents, and it is their responsibility to make sure that the company and its directors operate within the law. Additionally it is their responsibility to register and communicate with shareholders, to make sure that dividends are paid and to maintain firm records, reminiscent of lists of directors and shareholders, and annual accounts.
In lots of nations, private corporations have traditionally been required by law to nominate one individual as an organization secretary, and this individual may even usually be a senior board member.
ROLE AND DUTIES OF A COMPANY SECRETARY:
Firms law requires only a listed firm to have an entire time secretary and a single member company (any company 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 Enterprise Administration or Commerce or is a Law graduate from a university recognized and having related 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 an organization secretary are normally contained in an "employment contract". Nonetheless, the company secretary generally performs the following functions:-
Capabilities of secretary:
(1). Secretarial functions:
To make sure compliance of the provisions of Companies Law and rules made there-under and different statutes and bye-laws of the company.
To ensure 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 in the articles of affiliation and the provisions of the Firms Law.
To prepare the agenda in consultation with the Chairman and the opposite paperwork 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 record of proceedings.
To attend the broad conferences with the intention to be sure that the legal necessities are fulfilled, and provide such info 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 common conferences of the corporate and to attend such meetings so as to guarantee compliance with the authorized requirements and to make appropriate file thereof.
To hold out all matters involved with the allotment of shares, and issuance of share certificates including maintenance of statutory Share Register and conducting the appropriate activities linked with share transfers.
To organize, approve, sign and seal agreements leases, legal forms, 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 corporate's solicitors, the chief executive or other executive, in respect of the authorized issues, as required.
To have interaction authorized advisors and defend the rights of the corporate in Courts of Law.
To have custody of the seal of the company.
(2). Legal obligations of secretary:
Filling of assorted 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 legal necessities of the allotment, issuance and switch of share certificates, mortgages and fees, have been complied with.
To convene/arrange the conferences of directors, on their advise.
To challenge discover and agenda of board meetings to every director of the company.
To hold on correspondence with the directors of the company on various matters.
To document 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 company and the shareholders.
To points notice and agenda of the general conferences 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 period as provided under the provisions of the Corporations 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, prices 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 foreign firm;
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 many others are interested.
Website: https://fastlanepro.hk/company-secretarial-services/
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