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Breakdown of the company secretary role: in theory, a secretary's duties cover all necessary administrative work, and spans across numerous additional roles within the limited company. As stated earlier, there is no set guideline for the private company secretary to follow as their role may change and differ depending on the size and scope of the company limited by shares. However, in theory, we can categorise the company secretary's roles to cover these three areas - the board, the private company, and the shareholders.
The company secretary must make sure that the necessary paperwork is given to board members ahead of the meeting, and that the board procedures are correctly abided by. In this instance, a company secretary will also assist directors at the meeting.
The secretary should be responsible for ensuring the compliance of legislation and proper conduct regarding company activity. For this reason, the limited company secretary must be knowledgeable in such areas in order to provide information to the board. Shareholders within a company will usually liaise with the company secretary and address them with any concerns or with matters regarding corporate legalities.
The secretary also has numerous core duties that he or she is expected to fulfil. For general meetings, they must ensure that shareholders have all relevant documents, while also taking the minutes of the meeting (it is important to realise that the secretary will always be responsible for taking the minutes of the meeting, as well as preparing and distributing the agenda).
They will also regulate the memorandum and articles of association, in order to ensure that members follow it correctly. The secretary is also responsible for correctly drafting any amendments so that they comply with Companies House legislation.
The responsibility of ensuring that all the company adheres to the legal requirements falls on the secretary. They must be knowledgeable and assertive regarding the company law, even though the penalties involved fall on the director for any discrepancies or failure to submit things such as annual accounts. The secretary must update and maintain the registers in case of any inspection, and prepare directors reports and accounts.
As the main administrative officer of the company, the secretary is also responsible for the filing of all mandatory paperwork with the registrar of companies. These documents include annual returns, reports and annual accounts, any amendments to the memorandum and articles of association, the return of allotments, the removal or appointment of directors and any change to the registered office address.
One important area of the company secretary's duties is their correspondence with the shareholders. The secretary is to deal with transfers of shares and any concerns the shareholders may have. In addition, the secretary must monitor the movement of the registered members to identify any stake building within the company. They may also be required to implement any changes with the company's shares in order to restructure the business.
Board meetings: the secretary handles all preparation and subsequent paperwork arising before and after board meetings. There are things that the secretary should do before a board meeting: -
Post-meeting duties: -
Annual general meetings: all companies are required to hold annual general meetings (the first one, no longer than fifteen months after incorporation). The secretary's role within the AGM is as follows: -
The company secretary must also conduct matters regarding the audited accounts. Here is a list of points that may be relevant to the company secretary: -
As a general consideration and for practical reasons, company secretaries should always make sure that prepare everything for the meeting in advance. This may include things like booking a certain room, ensuring that there are refreshments, and facilitating any external devices that may be required, such as an OHP.
Other duties: the payment of dividends for the company's shares or interest on debentures is usually the responsibility of the company secretary. It is not widely known that company secretaries can enter into certain contracts on behalf of the company. The responsibility of assuring that correct and accurate company documents arrive at the Registrar on time, is the responsibility of the company secretary. One must remember that the company secretary is to ensure the compliance of the provisions within the Companies Act and the memorandum of articles.
Dividends: the arrangement for the payment of dividends is usually the responsibility of the company director. The articles of association provide the priority of the payments for dividends when a company has a different class of shares. Companies pay the distribution of shares as dividends, specified by a certain amount per share. The payment of dividends can be a tricky procedure. For this reason, it is always advisable to create a control sheet in order to monitor the process.