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Position 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 giant American and Canadian publicly listed companies, a company secretary is typically named a Corporate Secretary or Secretary.
Despite the name, the role isn't a clerical or secretarial one in the regular sense. The corporate secretary ensures that an organisation complies with related laws and regulation, and keeps board members knowledgeable of their legal responsibilities. Firm secretaries are the company's named representative on authorized paperwork, and it is their responsibility to ensure that the company and its directors operate within the law. It is usually their responsibility to register and talk 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 many countries, private corporations have traditionally been required by law to appoint one particular person as a company secretary, and this individual may even normally be a senior board member.
ROLE AND DUTIES OF A COMPANY SECRETARY:
Companies law requires only a listed company to have a whole time secretary and a single member firm (any firm 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 a person holding a masters degree in Enterprise Administration or Commerce or is a Law graduate from a university recognized and having relevant experience. However, the company secretary of a single member firm shall be a person holding a bachelor degree from a university recognized.
The duties of an organization secretary are normally contained in an "employment contract". Nevertheless, the company secretary usually performs the next capabilities:-
Features of secretary:
(1). Secretarial functions:
To make sure 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 corporate are managed in accordance with its objects contained within the articles of association and the provisions of the Companies Law.
To prepare the agenda in consultation with the Chairman and the opposite documents for all of the meetings of the board of directors.
To arrange with and to call and hold meetings of the board and to prepare a correct document of proceedings.
To attend the broad meetings with the intention to be sure that the authorized requirements are fulfilled, and provide such info as are necessary.
To arrange, in session with the chairman, the agenda and different documents for the general meetings.
To arrange with the session of chairman the annual and extraordinary common conferences of the corporate and to attend such conferences in order to guarantee compliance with the legal necessities and to make appropriate file thereof.
To carry 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 organize, approve, sign and seal agreements leases, authorized types, and other official documents 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 different executive, in respect of the legal matters, as required.
To interact authorized 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 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 switch of share certificates, mortgages and prices, have been complied with.
To convene/arrange the meetings of directors, on their advise.
To situation notice and agenda of board meetings to each director of the company.
To hold on correspondence with the directors of the corporate on varied matters.
To document 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 issues discover and agenda of the general meetings 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 interval as provided under the provisions of the Companies 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, expenses 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 foreign company;
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 etc are interested.
Website: https://fastlanepro.hk/company-secretarial-services/
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