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A Company Secretary is a professional, who has expertise in corporate laws, capital markets, security laws and corporate governance, and who acts as a mediator between the company, its board of directors, stakeholders, government and regulatory authorities. He/She is the one who represents the company for internal and external stakeholders, co-ordinates the policies of the company and management functions, guides on the strategic decisions for the betterment and growth of the company like merger, acquisition and joint collaboration.
A Company Secretary should ensure that interests of the company, its Board of Directors and all Stakeholders are safeguarded along with their growth. He/she should not only make sure that the procedure for appointment of directors is followed properly but also provide all types of support and guidance to the directors, helping them in discharging their duties. They should also ensure that all statutory and regulatory requirements are properly complied with.
Some times all the functions of a Company Secretary are performed by an organization which is hired by the private company or a corporate group by taking a fee. These organizations could be headed by a single Company Secretary practitioner or involve many company secretaries who look after different companies or corporate groups.
These organizations perform functions like a regular Company Secretary employed in a private company.
- Company Formation – These organizations help in forming the company, dealing with all formalities and preparing all documents for the formation of the company like Memorandum and Articles of Association.
- The organization would advise the company and its Board of Directors about the legal procedure involved in changing the officers of the company, change in the shareholding of stakeholders and declaring the dividend.
- The organization will help in ensuring that procedure for appointing the directors is followed properly and if necessary, will organize training for the newly-appointed directors. They are also responsible for guiding the directors and helping them to perform their best.
- The organization will maintain all statutory registers regarding the members, company charges, directors and secretary, directors’ interests in shares and debentures, interests in voting shares and debenture holders.
- The organization will maintain the minutes of all the meetings be it usual Board of Directors meeting or Annual General Meeting (AGM).
- The organization will be responsible for maintaining company’s accounts, filing annual returns, report and accounts, amended Memorandum and Articles of Association, return of allotments, notices of appointment, removal and resignation of directors and the secretary, notices of removal or resignation of the auditors, change of registered office and resolutions in accordance with the Companies Act with the Registrar of Companies.
- The organization will help the company and its Board of Directors in dealing with tax compliance obligations.
While some organizations perform all the functions of a Company Secretary, some offer different packages that include different services so that a private company or a corporate group can select packages according to their needs. These organizations provide company secretarial services to a corporate group, ensuring all the formalities and legalities are complied with and lessening the burden on the company and its Board of Directors, who just have to focus on the growth of their business.
The companies, which are run by a single person like contractors, consultants or professionals, can appoint such organizations as their nominee company secretary and satisfy the legal requirement of at least two company officers. They then get the cover of being a limited company. These organizations are also beneficial for those professionals who do not want to involve their family or friends in their company.
These organizations do not get involved in the day-to-day functioning of the company and just focus on the formalities and legalities involved. These organizations renew their contract with the corporate group or a private company on a yearly basis. |
