The Different Roles and Responsibilities of a Company Secretary Unlocked

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( — July 16, 2018) — A company secretary’s role should never be overlooked only as an administrative, secretarial duty. Irrespective of the name, the responsibilities, and function of a company secretary is not merely a secretarial or clerical one in a general sense. It is his or her duty in keeping every board member aware of his legal responsibility. Yes, of course, a company secretary will not take part in a company’s management process, but these days the secretary is mostly considered as a special advisor.

A Close Look at the Roles and Responsibilities of a Company Secretary

The company law in the real sense imposes a couple of obligations and administrative duties on every organization, and regardless of whether they have a company secretary or not, someone must do these duties. It can be delegated either to external service providers or internal company secretaries. The precise scope when it comes to a company’s secretary will vary resting on the manner in which a company will organize itself and also the kind of organization it is. Take a look at some of their everyday responsibilities,

  • First and foremost, a company secretary needs to organize both general and board meetings. The articles of association of the company in association with the 2006 Companies Act will organize the formal needs to organize both forms of meetings, yet it is the company secretary who will be held responsible for complying with the notice needs and also deals with updating the records or any consequential filing.
  • Good corporate governance undoubtedly is crucial for every company no matter the size and type. It can get complicated with the rise in company size and also the total number of stakeholders. It is the company secretary who will play the role of a chief advisor especially to the company’s board of directors concerning matters related to corporate governance as well as their duties and responsibilities as a director. It will include handling conflicts of interest, shareholders interest and also other stakeholders along with dealing with investor guidelines and applicable codes. Every company needs to keep specific statutory registers resting on the type of the company. The registers can comprise of, 

a)      Members

b)      Transfers

c)      Allotments

d)      Directors

e)      Secretaries

f)       The interest of the Director

g)      Charges

h)      Debenture Holders

i)        Director’s service contracts

j)        Indemnities of the Director

k)      Resolutions and minutes of meetings

l)        Documents associated with redemption or buying of shares out of the capital via a private company.

  • The company secretary will take care of

(a)   Tax records and accountancy

(b)   PAYE information

(c)    Pension and insurance information

(d)   VAT registration

(e)   Other forms of legal compliance records like data protection.

The truth is every company needs to make specific filings with the Company House. Disobeying the filing requirement is an offense. You can categorize that into annual filings, those which a company will need on special events as listed below,

(a)   Company Accounts

(b)   Annual Return- the snapshot of specific company information during the made-up date

(c)    Resignation or appointment of a director

(d)   Amends in the registered details of a director

(e)   Resignation or appointment of a secretary

(f)     Amends in the registered information of a secretary

(g)   Amends made in the registered office

(h)   Amends made in the accounting reference date

(i)     Report of SAIL (single alternative inspection location)

(j)     Passing of specific resolutions which also includes special resolutions

(k)    Amends in the company name

(l)     Changes in both the share capital and articles of association

(m) Company re-registration in amending its status

(n)   Creation of a mortgage or charge

Every company needs to have a register’s office. That office must also be the real address in that same country where the organization is incorporated. This place need not be one in which the organization does business yet someone must deal with any mail they receive because it is here where Customs, HM Revenue and Companies and other third parties which will write to an organization at. In fact, you should always display the company name for all visitors at a registered office. If you are in Singapore Hire Secretarial Services for Singapore Company and experience the difference.

To Whom Will the Company Secretary Report?

The company secretary historically reported to the Chief Executive Officer or Chief Financial Officer. Given this, the board will technically appoint a company secretary. The role is focused heavily on-board performance. The company secretary should be accountable to a board via the chair on every governance matters.

When a person hears about a company secretary, they generally envision the usual stereotype of a person who assists an executive director or a board chair. In fact, this stereotype at times conjures up the picture of a person who scurries around and does things such as setting up the meeting, follow up on things and take careful notes. Owing to the latest amends made in the corporate governance, the corporate secretaries of the current age hold the responsibility of all this and much more. In the real sense, the role of company secretaries is to transition from being that support person into becoming a chief governance position in the corporation. Federal and state laws, as well as regulatory bodies, hold the board of directors responsible for following the federal and state security laws. The board of directors requires someone in that role or position who is well aware and has a good understanding of the rules and will make sure that the corporation at all times complies.

The ideal place for this responsibility is none other than a company secretary. A company secretary today is regarded as a senior position which is equivalent to managerial positions or even above. Apart from his usual course of duties, a company secretary at times offers advice as well as counsel to the executive director, the board chair amid others and at the same time serve as confidantes. So, if you are a business owner and do not have a company secretary yet, it is high time that you appoint one and enjoy untold benefits.