Company Secretary

What is a Company Secretary and Its Importance?

Companies need company secretaries since they handle all your firm's essential administrative and legal facets if you're a small to a medium-sized corporation (SME) or a worldwide organisation. To know everything about a company secretary, keep reading.

If you manage your business as a corporation, you employ a company secretary to make sure the business complies with all regulatory obligations related to conducting business. Failure to do so might result in ASIC sanctions for your business. Read this article to know everything about a company secretary.

What is a company secretary?

A company secretary is more than simply an employee; his skills and in-depth understanding of corporate laws may elevate a corporation to the most significant level. He is an expert in both company law and the interpretation of the law. As a result, he can grasp every law a company must follow, including labour, tax, banking, and others. 

Definition of Company Secretary

A company secretary can be defined as a person whom the company appoints to carry out the company secretary’s duties as specified under Section 2(1)(c) of the Company Secretaries Act, 1980, according to Section 2(24) of the Companies Act, 2013.

It implies that “Company Secretary” is not precisely defined under The Companies Act, 2013. Therefore, to find the definition of a company secretary, we must consult the Company Secretary Act of 1980. A member of the Institution of Engineers of India is defined as a “Company Secretary” in Section 2(1)(c) of the Company Secretaries Act, 1980. So, obtaining ICSI membership is required to become a CS. To qualify, a person must pass all of the Institute’s tests and complete the necessary training. 

Know Everything About a Company Secretary

Let’s begin by asking who can fill the position of corporate secretary. 

A person presently residing in Singapore, either as a citizen, a permanent resident, or an employee of the firm, has an employment Pass. In Singapore, a corporate services business is certified to provide Company secretarial services

A solitary shareholder or director is unable to serve as the company secretary. 

What Training are Required for a Business Secretary?

Suppose you wish to hire a person or a business services firm to handle your business secretarial needs. In that case, they must meet one of the following conditions and have the necessary training and expertise to perform the job’s duties: 

  • They had at least three of the five years before being elected company director of the public firm spent working as a company secretary 
  •  One who meets the requirements of the Legal Profession Act (Cap. 161) 
  •  A certified public accountant who is listed with the CPAs Act (Cap. 2) 
  •  a participant in the Singapore Institute of Certified Public Accountants 
  •  a member of the Society of Chartered Secretaries & Administrators’ Singapore Association 

What is the Purpose of a Company Secretary, and What are their Essential Duties?

The corporation, its directors, and its shareholders all have expectations of the company secretary. They oversee the company’s administrative tasks and use ACRA to ensure compliance with both internal and external requirements. They take an active part in business activities and serve as CEOs’ agents in managing operational document management. However, the role goes beyond merely drafting statutory papers and filing records; they are also required by law to serve as the board of directors’ point of contact and alert them of significant business transactions and events and company law obligations. 

Do you aware of the Must read Topic: Company Secretary – Roles and Responsibilities

What Tasks do the Company Secretaries Undertake?

Here are some examples of the duties that a business secretary could perform: 

  • It ensures that the business’s name and Unique Entity Number appear on all correspondence, notifications, and other official documents (UEN)
  • Manage all correspondence with ACRA and prepare all necessary paperwork, including notices of auditor removal or resignation, changes to the registered office address, and any other legal needs
  • Ensuring the corporate seal is used correctly and safely. They have the authority to certify records of official business transactions, such as the execution of documents under seal
  • I request the directors’ consent before conducting business activities, such as issuing shares, signing contracts, or dealing with other issues that impact shareholdings.
  • We are negotiating with the business’ legal counsel and advising the board of directors on current business regulations
  • I am coordinating all Annual General Meetings (AGMs) in conformity with the Companies Act and the bylaws of the business, effectively interacting with shareholders and offering administrative assistance
  • We are ensuring that they give the information necessary to the business and the directors on the board so they can adhere to the Constitution

How Do You Appoint and Remove a Company Secretary?

The guidelines and conditions for appointing and dismissing a company secretary are set down in Australian corporate law.  The first need is that a public business appoints at minimum one about company secretary. One of the CPAs, if not both, must typically reside in Australia. This implies that they must frequently live in Australia. The appointment of a company secretary by a private corporation is not needed; if it does, at most, one of them must typically live in Australia. 

A corporate secretary should also be: 

A natural person (i.e., not a corporation); and a person at least 18 years old. 

The company’s board of directors appoints the secretary and sets the duties and compensation for that position. This involves proposing a wage for the secretary. First, before the appointment is official, the individual must sign off on it, and the corporation must inform ASIC within 28 days after the meeting. This consent must remain with the firm.  The business must inform ASIC of a company secretary’s departure within 28 days. This is required unless the secretary has provided written notice and a copy of their resignation letter. 

Conclusion

The company secretary plays a crucial function in the corporation. Above all, the corporate secretary must be competent to handle their responsibilities. They can accomplish this by ensuring the business abides by legal and regulatory obligations set forth by Australian law. 

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