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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, normally 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 just isn't a clerical or secretarial one within the typical sense. The company secretary ensures that an organisation complies with relevant legislation and regulation, and keeps board members informed of their legal responsibilities. Company secretaries are the company's named consultant on authorized documents, and it is their responsibility to make sure that the company and its directors operate within the law. It's also their responsibility to register and talk with shareholders, to make sure that dividends are paid and to keep up firm records, comparable to lists of directors and shareholders, and annual accounts.
In lots of countries, private firms have traditionally been required by law to nominate one individual as a company secretary, and this person can even often be a senior board member.
ROLE AND DUTIES OF A COMPANY SECRETARY:
Corporations law requires only a listed company to have an entire time secretary and a single member company (any company that is 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 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". However, the company secretary typically performs the next features:-
Features of secretary:
(1). Secretarial functions:
To ensure compliance of the provisions of Companies Law and guidelines made there-under and other statutes and bye-laws of the company.
To make sure that enterprise of the company 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 Firms Law.
To arrange 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 meetings of the board and to prepare an accurate report of proceedings.
To attend the broad conferences in an effort to ensure that the authorized necessities are fulfilled, and provide such data as are necessary.
To arrange, in consultation with the chairman, the agenda and other paperwork for the overall meetings.
To arrange with the consultation of chairman the annual and extraordinary basic meetings of the corporate and to attend such conferences to be able to ensure compliance with the authorized requirements and to make appropriate document thereof.
To carry out all issues concerned 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 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 corporate's solicitors, the chief executive or other executive, in respect of the legal matters, 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). Authorized obligations of secretary:
Filling of varied paperwork/returns as required under the provisions of the Corporations Law.
Proper maintenance of books and registers of the company as required under the provisions of the Firms Law.
To see whether or not authorized 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 subject notice and agenda of board conferences to each director of the company.
To hold on correspondence with the directors of the company on varied matters.
To record 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 points discover and agenda of the general conferences to the shareholders.
To keep the record 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 following statutory books:
the register of switch of shares;
the register of purchase-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 overseas firm;
Minute books;
Proxy register;
Register of beneficial 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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