Company IncorporationPrivate Limited

What Does a Company Secretary Do for a Limited Corporation?

The main job of the limited company's role as secretary is to keep the business's books of accounts, audit the company's tax returns, advise the board of directors on the company's legal and financial concerns, and ensure that the firm conforms with statutory rules.

A limited company’s role as secretary refers to significant management and administrative function. He undertakes a number of regulatory responsibilities as a company’s public defender, such as completing the business’ creation, correctly creating and evaluating financial reports, submitting yearly returns, dealing with regularly changing laws, and so on. He also substantially contributes to the incorporation of legislation, corporate governance, strategic management, project planning, capital markets, and securities laws by the company’s board of directors in his position as a business counselor. A corporate secretary serves as the company’s internal officer and a legal counsellor.

A Company Secretary’s Roles

The Company secretary is an essential part of the corporation and must discharge his duties and responsibly. In addition to serving as a legal mentor, he must ensure that all business operations follow all applicable laws; otherwise, he might be held accountable for misbehaviour and fired for dishonesty or violating the company’s legal rights.

  • Duties under the Companies Act, 2013

To start and finish incorporation processes, including verifying the accuracy of documents and registration processes, making sure that registration and allotment information is delivered to the registrar, submitting requests for a share capital increase, keeping track of the delivery of share certificates of allotment information, tracking equity privilege holders, adhering to and filing annualised reports, etc.

  • Duties under the Income Tax Act, 1961

To carefully archive TDS reports, review and submit supporting documentation, keep track of the Tax Deducted at Source authentication and filing process, ensure that the appropriate amount of TDS is withheld from employee wages, and ensure that TDS is forwarded to the administration in a timely manner.

  • Other Acts impose the following duties

The FEMA Act, 1999; the State Insurance Act, 1948; the Depositories Act of 1996, and the Foreign Exchange Management Ordinance, as well as surveillance and sticking to numerous legal requirements, such as labour laws, laws governing competition, laws protecting the environment, etc., are just a few examples of the requirements that must be met.

  • Additional general obligations of a company secretary

On risk management, CSR, preserving the company’s intellectual property, enhancing brand value, maintaining effective stakeholder communication, and authorities and government, the BOD (Board of Directors) and authorities get advice.

Essential Duties of a Company Secretary in Practice

  • CS as a Supporter of Business

A company secretary is granted specific rights under the Companies Act, including the power to obtain business ventures and implement them, to manage company audit and certification services, sign annual reports, oversee corporate takeovers and reorganisations, transparently examine voting procedures and reports, manage the revival of failing companies, to join the Company Law Tribunal as a technical member, and to start investigating tax and malfeasance cases.

  • CS as a Spectator

The Corporations Act grants a secretary the right to attach a Secretarial Audit Work to the rules in form MR-3, ensuring that the firm adheres with the rules set forth in fundamental laws and constitutional acts and informing the regulators of any offensive fraud issues that are identified.

  • CS as Advising Agent

CS serves as an advisor in situations involving the following: the issuing of shares; the creation of prospectuses, sale letters, and securities-related issues; private placement and buyback of claims; the raising of funds from international markets; the syndication and documentation of loans; income tax planning; the drafting of legal documents; in matters about intellectual property rights; the direction of a merger, amalgamation, and joint venture policies, among other things. Understand How to apply for Company Secretary Online in India with our Experts advice.

Roles that a Company Secretary Must Fulfill

The corporate secretary is a crucial part who must handle his duties with care. In addition to serving as a professional advisor, he must ensure that all business operations comply with all legal standards; otherwise, he risks being fired for dishonesty or violating the firm’s legal rights and would be held accountable for his actions. Between a corporation and its owners, board of directors, regulatory bodies, and other stakeholders, a corporate secretary plays a crucial role.

Appointment, Roles, Responsibilities, and Removal of Company Secretaries

A company’s management team must include a Company Secretary (CS), who plays a crucial role. A CS is in charge of a company’s compliance and legal elements. The Limited’s role as secretary is governed and upheld by the Institute of Company Secretaries of India (ICSI). A CS is a person who belongs to ICSI.

The CS’s primary duties include maintaining the company’s books of accounts, auditing its Income tax returns, advising the board of directors on its legal and financial concerns, and ensuring the company complies with all applicable laws.

A Company Secretary’s Roles and Responsibilities

The CS nominated by a corporation must execute the following functions:

  • Inform the board of directors about the company’s compliance statement
  • Check if the firm is adhering to all secretarial requirements
  • Perform any additional obligations as assigned by the company’s board of directors from time to time

Do you aware of the Must Read Topic: What is a Company Secretary For Law Graduates?

Statutory Powers and Restrictions for Company Secretaries

The restrictions and accountability standards established by ICSI and other regulatory agencies place legal restrictions on a Limited company’s role as secretary. He is accountable for any carelessness on his part that could impair the fulfilment of his obligations as a representative of the organisation. He is responsible for acting outside of his authority; required to protect a company’s secrets from third parties; and subject to termination for making any unreported profits from the company. Other than this, he is prohibited from acting on behalf of the business without the directors’ consent, borrowing money in its name, acknowledging a debt in a lawsuit against the firm, and registering or transferring shares without due authority of BOD.


In Indian corporations, the job of company secretaries is expanding rapidly; given the rising number of compliances, the necessity for and obligations of CSs cannot be disregarded. A corporation may face many penalties that only a company secretary may mitigate if it violates the Companies Act, 2013 and other authoritative legislation requirements

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