Understanding the Duties of a Company Secretary in Sydney and across Australia.

Holding a senior position in a public or private sector organization, a Company Secretary is responsible for effective administration of a firm, particularly in terms of ensuring adherence to statutory and regulatory needs and to ensure implementation of decisions taken by the Board of Directors.

It is the duty of a Company secretary to ensure that the company adheres to relevant regulation and legislation, informing the board members about their legal responsibilities. Serving as names representatives on legal documents for a company, they make sure that the organization, as well as the directors, function within the law. Their duty requires them to register and interact with stakeholders to ensure payment of dividends and to maintain records of an organization, such as lists of shareholders and directors, along with annual accounts.

Appointing a company secretary is a law in many countries that the private companies have to comply with and the chosen professional usually becomes a senior board member. According to Companies Law, only a listed firm is required to have a full time secretary while a single member company that is not a public company needs to appoint a secretary.

Functions of a Company Secretary

Duties generally performed by a Company Secretary include:

Secretarial Functions

The wide set of responsibilities undertaken include:

To make sure that the rules and bye-laws of a company are strictly adhered to

To ensure that company’s affairs are managed as per its objects described in the articles of association and provisions of companies law

To prepare the agenda after discussion with the Chairman and on the basis of other documents for all meetings of the Board of Directors

To attend board meetings to ensure all legal needs are met, and to provide necessary information

To arrange annual and extraordinary meetings for an organization, with the consultation of chairman, and attend the same to ensure adherence to legal requirements and to maintain accurate record thereof.

To arrange and hold meetings of the board and to prepare accurate records of proceedings

To deal with the matters related to allotment of shares and issue of share certificates, including maintenance of statutory share register and conducting relevant activities related to share transfer.

To prepare, approve and seal lease agreements, legal forms, along with other official documents on company’s behalf, after they are authorized by Board of Directors or the executive responsible.

To advise on legal matters, in conjunction with company solicitors, to the chief executive as and when required.

To defend the rights of an organization in Courts of Law.

In addition to secretarial functions, a Company Secretary performs legal duties, including:

Filling of returns and documents as needed by the Companies Law

To ensure legal requirements for allotment, issue and transfer of share certificates, mortgages have been adhered to

To arrange meetings of directors, as needed

To inform each director of the company about the agenda of board meetings

To record minutes of proceedings of meetings

To ensure accurate implementation of policies formulated by the directors

To deal with and maintain correlation between the company and shareholders

To inform the shareholders about the agenda of meetings

To handle payment of dividend within stipulated time as stated by the Companies Law

Indubitably, company secretary services are vital for any company, regardless of its size. Even though a Company Secretary enjoys certain rights and power, depending on the terms of his contract with the company, there are some restrictions to his power, such as:

Distribution and transfer of shares

A Company Secretary does not hold the right to distribute or transfer any share if he is not authorized to do so by the Board of Directors.

Duty as company agent

He cannot be a part of any meeting as a company agent without the approval of Board of Directors. He would need their consent to sign any contract for the company.

Loan

He cannot take loan in the name of the company and if he does so, the company does not take any responsibility for it.

The duties performed by a Company Secretary are manifold. He is one of the most important professionals in a company. Many firms have the confusion of choosing between full time and part time company secretary services. Each option comes with its own set of advantages and disadvantages. Consider your needs and preferences prior to making the final decision.