Role and duties of a company secretary |
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| Introduction |
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| This article summarises the role of a company secretary. It is difficult to generalise in this area as the role of a company secretary depends largely on the size and type of the business – a small business may only need a company secretary to satisfy legal and administrative requirements, where as in a larger organisation, a company secretary will have a larger role. |
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| Does every company need a secretary? |
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| A private company is not required to have a company secretary (Section 270 of the 2006 Companies Act). However, public companies are required to have a company secretary as per Section 271 of the Act. z |
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| Does a company secretary need any qualifications? |
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| The company secretary of a public limited company needs to be qualified as explained below. The company secretary of a private limited company needs no formal qualifications. |
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| Section 273(1) of the Act (qualifications of company secretaries) says that the directors of a public limited company must make sure, as far as reasonably possible, that the secretary, or each joint secretary, is a person who appears to them to have the proper knowledge and experience to carry out the functions of company secretary. In addition, the secretary must: |
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- Have held the office of secretary of a public company for at least three of the five years immediately preceding his appointment as secretary, or;
- Be a member of any of following bodies:
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The Institute of Chartered Accountants in England and Wales; |
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The Institute of Chartered Accountants of Scotland; |
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The Association of Chartered Certified Accountants; |
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The Institute of Chartered Accountants in Ireland; |
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The Institute of Chartered Secretaries and Administrators; |
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The Chartered Institute of Management Accountants; |
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The Chartered Institute of Public Finance and Accountancy, or; |
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- Be barrister, advocate or solicitor called or admitted in any part of the United Kingdom, or;
- Be a person who, by virtue of his holding or having held any other position or his being a member of any other body, appears to the directors to be capable of discharging the functions of secretary of the company.
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| There is no requirement for a company secretary to be a natural person. |
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| Special duties |
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| As the secretary is an officer of the company under section 1121(2) of the Act, they may be criminally liable for defaults committed by the company. For example failure to file - in the time allowed - any change in the details of the company's directors and secretary, and the company's annual return. |
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| The secretary may also have to make out a statement of the company's affairs if an administrative receiver or a provisional liquidator is appointed, or if a winding-up order is made (Sections 47 (Section 66 for Scotland) and 131 of the Insolvency Act 1986.) |
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| General duties |
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| Duties are not specified by the Act, but are usually contained in an employment contract. However, the company secretary usually undertakes the following duties: |
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- Maintaining the statutory registers. These are:
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The register of members (section 113); |
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The register of directors and secretaries (section 162); |
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The register of directors' interests (section 177); |
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The register of charges (section 877 or 422 for Scottish companies), and; |
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For public companies only, the register of interests in shares (section 809). |
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- Ensuring that statutory forms are filed promptly: the company secretary cannot simply send a letter to notify the Registrar that you wish to change the situation of the company's registered office or that changes have occurred among directors or secretaries or their particulars. You should normally use forms 287 and 288a, b or c as appropriate. You may also use the annual return Form 363s in some circumstances if the return is due at the convenient time. Changes of directors' and secretaries' details must be notified within 14 days. Notice of a person having become secretary, or one of joint secretaries, of the company must be accompanied by consent by that person to act in the relevant capacity. There are many other forms that need to be delivered to the Registrar.
- Providing members and auditors with notice of meetings: the company secretary must give members and auditors 21 days written notice of an annual general meeting for public companies AGMS. You must give those 14 days written notice for general meeting or a meetings. If you are the secretary of an unlimited company, the written notice required is 7 days.
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| Notice of a general meeting of a company must be given— |
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- In hard copy form;
- In electronic form, or;
- By means of a website.
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| Or partly by one such means and partly by another: |
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- Sending the Registrar copies of resolutions and agreements: the company secretary must send the Registrar copies of every resolution or agreement to which section 30 applies, for example special and extraordinary resolutions, within 15 days of them being passed;
- Supplying a copy of the accounts to every member of the company, every debenture holder and every person who is entitled to receive notice of general meetings - also copies demanded by anyone under section 431 of the Act for quoted companies and 432 for unquoted companies: the company secretary must send accounts at least 21 days before a meeting at which they are to be laid - see section 238 of the Act;
- Keeping, or arranging for the keeping, of minutes of directors' meetings and general meetings;
- Ensuring that people entitled to do so can inspect company records: For example, members of the company and members of the public are entitled to a copy of the company's register of members, and members of the company are entitled to inspect the minutes of its general meetings and to have copies of these minutes;
- Custody and use of the company seal: Companies no longer need to have a company seal, but if they do, the secretary is usually responsible for its custody and use. (Company seals can be bought from legal stationers and company formation agents.)
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| Does a company secretary have any powers? |
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- No, but the Act allows them to sign the following re-registration applications:
- The re-registration of a limited company as unlimited - section 49(4) of the Act;
- The re-registration of an unlimited company as limited - section 102;
- The re-registration of a public company as a private company - section 651, and;
- The re-registration of a private company as a public company - section 90.
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| The secretary is also allowed to sign most of the forms prescribed under the Act. |
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| What rights does a company secretary have? |
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| They depend on the terms of his or her contract with the company. The secretary has no special rights under the Act. |
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