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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 form of a managerial position or above. In giant American and Canadian publicly listed companies, an organization secretary is typically named a Corporate Secretary or Secretary.
Despite the name, the role just isn't a clerical or secretarial one in the normal sense. The corporate secretary ensures that an organisation complies with related legislation and regulation, and keeps board members informed of their legal responsibilities. Firm secretaries are the company's named consultant on authorized paperwork, and it is their responsibility to make sure that the corporate and its directors operate within the law. Additionally it is their responsibility to register and communicate with shareholders, to ensure that dividends are paid and to maintain company records, comparable to lists of directors and shareholders, and annual accounts.
In many nations, private corporations have traditionally been required by law to nominate one particular person as an organization secretary, and this individual may also usually be a senior board member.
ROLE AND DUTIES OF A COMPANY SECRETARY:
Corporations law requires only a listed firm 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 an individual holding a masters degree in Business Administration or Commerce or is a Law graduate from a university acknowledged and having relevant experience. However, the corporate secretary of a single member firm shall be an individual holding a bachelor degree from a university recognized.
The duties of a company secretary are usually contained in an "employment contract". However, the corporate secretary generally performs the next features:-
Features of secretary:
(1). Secretarial functions:
To ensure compliance of the provisions of Firms Law and guidelines made there-under and other statutes and bye-laws of the company.
To make sure that enterprise of the company is conducted in accordance with its objects as contained in its memorandum of association.
To ensure that affairs of the corporate are managed in accordance with its objects contained within the articles of affiliation and the provisions of the Companies Law.
To arrange the agenda in session with the Chairman and the opposite paperwork for all of the conferences of the board of directors.
To arrange with and to call and hold meetings of the board and to organize a correct report of proceedings.
To attend the broad conferences to be able to be sure that the legal requirements are fulfilled, and provide such data as are necessary.
To arrange, in session with the chairman, the agenda and other documents for the overall meetings.
To arrange with the session of chairman the annual and extraordinary normal meetings of the company and to attend such meetings with a view to guarantee compliance with the legal requirements and to make right record thereof.
To carry out all matters concerned with the allotment of shares, and issuance of share certificates together with maintenance of statutory Share Register and conducting the appropriate activities connected with share transfers.
To arrange, approve, sign and seal agreements leases, legal varieties, 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 company's solicitors, the chief executive or different executive, in respect of the legal issues, as required.
To engage legal 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 assorted paperwork/returns as required under the provisions of the Corporations Law.
Proper maintenance of books and registers of the corporate as required under the provisions of the Firms Law.
To see whether legal necessities of the allotment, issuance and switch of share certificates, mortgages and costs, have been complied with.
To convene/arrange the conferences of directors, on their advise.
To concern notice and agenda of board conferences to each director of the company.
To hold on correspondence with the directors of the company on numerous matters.
To report 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 issues notice and agenda of the final meetings 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 interval as provided under the provisions of the Corporations Law.
(3). To take care of the next statutory books:
the register of transfer of shares;
the register of buy-backed shares by a company;
the register of mortgages, fees 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;
Register of useful ownership;
Register of deposits;
Register of director's share holding; and
Register of contracts, arrangements and appointments in which directors etc are interested.
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