Company Secretarial

June 20, 2017

The Role of a Company Secretary

A company secretary is responsible primarily for the efficient administration and reporting of a company. Appointing a company secretary is mandated by law for all limited companies. The company secretary assists the company directors in ensuring that the company meets all its regulatory obligations and records formal decisions in company resolutions. Some of the key roles of a company secretary are:

    • Arranging meetings;
    • Maintaining company statutory registers and records;
    • Lodging and filing in time all necessary documents required by law
    • Providing administrative support in preparation of meetings;
    • Assisting in the implementation of corporate strategies by ensuring that the board’s decisions are properly carried out and communicated; and
    • Communicating adequately with shareholders.

Who Can Be a Company Secretary?

The role of company secretary can be taken on by someone in the business who has the requisite knowledge and experience to discharge the functions of a company secretary, but check if there are requirements under local law on the place of residence of the individual. If the company has only one director, he or she cannot act as the company secretary.

Directors’ and Shareholders’ Resolutions

A company resolution is a formal decision of the company made by the board of directors or by the shareholders of the company. Different matters may require different types of resolutions or different levels of approval depending on statutory requirements and provisions in the company’s constitutional documents. When shareholders make a formal decision, it gets recorded as a shareholder resolution. When the board of directors makes a formal decision, it gets formalised through a board resolution. Some examples of decisions that require the board’s approval are opening a bank account, appointing first auditors, changing the financial year end, and appointing new directors to fill casual vacancies. To formalise these decisions, you will need the following documents:

Some examples of decisions that require shareholders’ approval are changing the company’s Constitution, changing the company name, removing the need for an annual general meeting, and appointing new auditors . To formalise these decisions, you will need documents such as:

Other documents that you may need include:

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