Hearing the word “secretary” you might think of an individual managing appointments or answering calls. However, the role of a company secretary is different. A company secretary is an officer who performs different legal duties with the company directors, and handles other special tasks assigned to him.
Although not compulsory, a large number of companies appoint a company secretary to rest assured that there is someone professional to play crucial administrative role.
Gaining more insight into a company secretary
A company secretary is appointed as the head of the administrative division of an organisation who has certain duties and responsibilities like other directors of the company. He is responsible for filing annual return along with other documents to ASIC. In addition, he has to arrange board meetings as well as other internal administrative matters.
Considering the fact that a company secretary has to play a crucial role of managing administrative affairs, it is needless to say that the individual you hire as your professional should be experienced, reliable, motivated, organised, and has in-depth understanding of the working of your organisation and its legal matters.
A company secretary is usually appointed when a company is registered as a limited company with ASIC. Hire someone who comprehends his duties as a company secretary.
It is vital to remember that there are a few people who are barred from delivering company secretary services. These include auditors of the company and un-discharged bankrupts unless they are allowed to serve as a secretary by a court.
Given the number of duties to be performed by company secretaries, their role might seem to be challenging. However, they can outsource or delegate tasks, but have to retain complete responsibility for tasks performed, check over, and sign work that has been assigned.
What role does a company secretary play?
The core responsibility of a company secretary is filing annual returns as well as other company documents. The annual return filed is a snapshot of company’s information which has to be accurate and up-to-date. It is the responsibility of a company secretary to get these forms to ASIC within 28 days of the made-up date.
A company secretary usually undertakes responsibility of the director’s report as well. The report incorporates the details of the company including the names of the secretary or the directors who have approved the accounts. Director’s report must be filed once annually, along with financial statements, which include details of assets and liabilities of companies, such as debts.
Apart from the ASIC reporting needs, a company secretary performs the following duties:
Maintaining the registered office of the company
Registered office is not necessarily from where a company operates, but a company secretary needs to ensure that all the correspondence sent to that address is received. He needs to ascertain that the registered name of the company is shown outside the registered office.
Maintaining statutory records of company
Statutory records include minutes of meetings with board of directors, a register of shareholders, a register of directors, a register incorporating details of debenture holders, and any charges applying to the assets of the company.
Taking care of essential legal documents
Legal documents are important for any company and it is the duty of a company secretary to look after these documents, which include the Memorandum and Articles of Association, Certificate of Incorporation, stock transfer and share certificates, the company’s seal, service contracts of director, and any certificates related to the change of name.
Reporting changes to ASIC
It is the responsibility of a company secretary to notify ASIC when certain changes are made to the company, such as allotment of new shares or change to the make-up of board of directors.
A company secretary takes on a number of duties. Hiring one for your company can be beneficial. However, if you are a small company that cannot afford to appoint a full-time professional, consider bringing a part time company secretary on board. He performs the same duties of a full-time secretary, but for relatively small fee and can offer all the business benefits of appointing a professional company secretary.