When we think of a company secretary, we picture a person answering calls and managing appointments. However, responsibilities of a company secretary include lot more than this. Considered an officer of an organisation, he shares several legal duties with company directors. It is his responsibility to file annual returns and other documents, usually on an annual basis. Besides, he is responsible for scheduling board meetings as well as other internal administrative matters.
Considering the heavily administrative nature of the role played by a company secretary, it is needless to say that the professional you choose should be motivated, organised and should be well versed with the internal working of your organization, and its legal duties.
Apart from filling annual returns, a company secretary takes charge of director’s reports. This includes a document containing the state of the company, along with the names of the secretary and director approving the accounts. This document is filed annually and all the financial statements, along with the details of the company’s liabilities and assets are included. Besides, the company secretary is also responsible for filing auditor’s reports, but that would be needed if your business’ annual turnover is more than a specific amount that depends on the location of your business.
The other duties of company secretary include:
Maintaining the company’s registered office
This is necessarily not the address from which the company actually operates. It is company secretary’s responsibility to ensure that you receive all correspondence sent to that address. He needs to make sure that the registered name of the company clearly appears outside the registered office and other places of business. Any change in company’s registered address is informed to ASIC by the company secretary.
Taking care of important legal documents
Legal documents include constitution, share certificate and share transfers, any certificates related to the change of name, the company’s seal and director’s service contracts. All these documents have to be carefully taken care of by the secretary.
Maintaining the company’s statutory needs
It includes minutes of general and board meetings, a register of shareholders, a register of directors, any charges applicable to the company’s assets as well as a register of debenture holders. It is the duty of Company Secretary to look after all statutory needs and ensure everything is in place.
Informing important changes
ASIC needs to be informed when certain changes are made in the company. This includes allotment of new shares, change to the make-up of the board of directors and more. When such changes are made in the company, it is the duty of company secretary to inform the ASIC about the same.
What other ways can a company secretary serve your business?
Be it a full time or part time Company Secretary, he plays an important role in effective administration of business. Particularly, his duties include scheduling board meetings and ensuring that precise minutes of meeting are taken as well as signed. Besides, he is also responsible for arranging Annual General Meetings (AGM). Although such meetings are no longer needed for privately listed companies, they are required if a company has traded shares.
When appointed in smaller companies, the secretary takes on some additional responsibility for things such as PAYE and payroll, GST registration, pensions, taking care of company’s offices and legal matters. Besides, he has to take responsibility for signing off documents, such as those related to accounts and leases, on board’s behalf.
A company secretary is an important part of a company, whether large or small. The duties performed by him can help a business grow. Companies that cannot afford services of a full time secretary can opt for part time company secretary services. Professionals offering such services perform duties of a full time secretary, but charge relatively less for the same.
For any company appointing a secretary, it is important to provide him some training and advice to help him understand the duties involved in the role.