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    Company Secretarial

    One of the chief executives of the firm is acknowledged as being the company secretary. The person responsible for overseeing compliance with corporate laws is the company secretary. He is also in charge of organising the company’s many statutory meetings. 

    The different duties of a company secretary with regard to compliance with corporate laws and the code of corporate governance are outlined in the code of corporate governance, which is now a component of the listing requirements of all Stock Exchanges. 

    The Companies Ordinance of 1984 did not previously specify the qualifications of a company secretary; nevertheless, the Code of Corporate Governance specifies the requirements for a company secretary of a listed company.

    A business secretary’s skills and training enable him to do a variety of tasks in addition to his own secretarial duties and obligations in the areas of finance, accounting, legal, administrative, and personnel. In actuality, his function begins the instant the notion of forming a company is born.

    Importance Of Company Secretarial

    Company secretaries will work closely with the finance department to compile the yearly accounts, ensuring that all statutory information is accurate and included. 

    They will also be accountable for ensuring that Compliance Statements issued by the directors are included, validating the linked financial statements, and co-signing the yearly returns with a company director. 

    The company secretary will endeavour to ensure that all deadlines for filing accounts with the Registrar of Companies as specified in the Companies Act of 2014 and the applicable tax acts are strictly followed.

    The value provided by the company secretary at all levels of the firm increases along with the need of developing a strong culture of corporate governance and compliance, which is supported by a new Companies Act that puts more accountability on directors as well as stiffer fines.

     Company secretaries bring to the table a strong network of links between diverse components of a company, from shareholders to boards to management to all the different divisions. 

    They are an excellent source of guidance and support regarding all governance and compliance issues.

    This enables them to actively strive towards improved coherence and openness, which are pillars for any businesses moving ahead as well as for any financial directors heading toward year end, annual returns, and audits.

    Company Secretarial Duties

    Company law gives a commercial organization the chance to benefit from limited liability protection, isolating the organization’s legal identity from the people who control and manage it.

    A specific amount of information about a corporation must be made publicly available in exchange for this protection, such as the firm’s annual reports, registered office address, and information about its directors, company secretary (if applicable), and members.

    Historically, it has been the company secretary’s responsibility to provide and update this information.

    Role Of Company Secretarial

    According to the Companies Act, the company secretary serves as the organization’s primary administrative officer and collaborates on a number of tasks with the directors. Although most still do so, private corporations are no longer required to hire a company secretary.

    Everyone has a stake in making sure the company secretary is qualified for the position, knows what’s needed, and has the necessary assistance.

    1. The ideal candidate

    Normally, the directors appoint you.

    • Private businesses are not compelled to hire corporate secretaries, in contrast to public ones.
    • When a new company applies to be registered, the company secretary is automatically named in the application.
    • For a private firm, you can serve as company secretary without any official training. For public firms, the regulations are more strict.
    • Regardless of whether the firm you work for is private or public, you must be aware of your responsibilities as an officer of the business. There are around 150 offences and several regulations under the Companies Act.
    • The company secretary frequently serves as a director in smaller, privately held businesses.
    • Just like the firm’s directors, corporate secretaries who neglect their responsibilities.

    Some persons are ineligible to serve as corporate secretaries.

    The following are some of them:

    • Unadmitted bankrupts (unless given court leave).
    • A third party may get tasks from the company secretary.
    • The company secretary is still in charge and is required to review and sign documents.
    • You can utilise the business’s accountant (but not auditor), a professional certified secretary, a lawyer, or another company administration service provider.
    1. Companies House documentation

    As company secretary, you will often be given the responsibility of submitting the firm’s paperwork to Companies House.

    Information on material changes to a company’s share capital or management is filed.

    • Information on any new shares allotted, for instance, must be disclosed within 28 days. Directors and secretaries must be notified within 14 days of any appointments, resignations, or modifications (including changing their home address).
    • The company’s articles of association should be reviewed before making modifications to determine whether any special steps need to be taken.

    Many other documentation that you must provide

    A directors’ report identifying the company secretary or director approving the accounting is one of them.

    • Financial statements that list the company’s assets and liabilities in detail. Microbusinesses are simply needed to provide a straightforward profit and loss statement and balance sheet.
    • If a business fulfils any two of the above, it is considered a microbusiness: 10 or less workers, a financial sheet of no more than $316,000, and a turnover of no more than £632,000.
    • An auditor’s report, unless the business is exempt due to being a small business. If two or more of the following apply to a business, it is considered small: a balance sheet with no more than £5.1 million from financial years beginning on or after 1 January 2016 (formerly £3.26 million); 50 or fewer workers; a turnover of no more than £10.2 million from financial years beginning on or after 1 January 2016 (previously £6.5 million).
    • All businesses must additionally publish a strategy report that includes a business review (formerly a component of the directors’ report), unless they are small enterprises exempt from this requirement.
    • A list of individuals with considerable control, such as those with the ability to appoint the majority of directors or who possess more than 25% of the shares or 25% of the voting rights.
    • Quoted firms must also provide information on their strategy, business model, greenhouse gas emissions, human rights concerns, policies, and the effectiveness of such policies, as well as the proportion of men and women employees.

    The legal time frame is established

    • Within a year after incorporation, the first confirmation statement may be filed at any time. Returns after then must be filed no more frequently than every 12 months.
    • The initial confirmation statement is accompanied by the first register of those with considerable control. Any modifications must be described in detail and filed together with any subsequent confirmation statements.
    • The first annual accounts must be submitted no later than 21 months following the company’s creation (18 months for a public company).
    • After the conclusion of the accounting year, further accounts must be filed within nine months (six months for a public company).

    It might be costly to not comply with the filing requirements

    • The business could be fined for filing documents late. Directors risk being personally prosecuted and paying penalties. The business may be removed from the register of corporations. Restoration work may be expensive.
    1. Additional legal prerequisites

    You are mostly in charge of preserving the company’s status as a legal entity.

    The establishment and upkeep of the company’s registered office is your responsibility.

    • Please use this address for all official correspondence.
    • Rather than merely being a post office box, the registered office must have a real address.
    • It need not be the location where the firm conducts its regular business, but you must establish arrangements to ensure that you get any documents delivered there.
    • The registered office and any other places of business must display the company name.
    • At the registered office or other suitable places, shareholders (and others) are entitled to see the different records kept by the firm.
    • At the registered office or other suitable places, shareholders (and others) are entitled to see the different records kept by the firm.
    • Using the relevant form, you must notify Companies House of any change to your registered office address.

    The company’s correspondence must contain the necessary information.

    • The company’s name, registered number, country of registration, and registered address must appear on all business stationery.
    • There is no requirement to put directors’ names on letterheads but, if you prefer to mention them, you must list them all. These data must also appear on your company website, emails, and purchase forms.

    The business must keep the required books and records.

    The corporate secretary often receives responsibility delegation from the directors. The statutory books and records should contain the following information:

    • Minutes of general meetings and board meetings
    • A register of the current and former directors and secretaries
    • A list of all current and former shareholders and their shareholdings
    • A list of any charges against the company’s assets
    1. Different obligations

    Normally, you are in charge of calling board meetings and shareholder meetings and making sure that the events are accurately recorded.

    When a director requests a board meeting, you must schedule it.

    • The other directors must get reasonable notice of the proceedings, which is typically provided over a period of 14 days.
    • You must record official minutes in the company’s minute book. The meeting’s chairperson or the chairperson of the board’s subsequent meeting should sign them after they have been authorised. They serve as the sole formal record of the transactions.
    1. Complementing functions

    In particular small businesses, the company secretary is frequently requested to do additional tasks. The company secretary’s main duty is to the directors at all times.

    You could benefit from taking on more administrative duties.

    • Payroll
    • VAT registration
    • Insurance, and pensions
    • Maintaining the business’s property

    Company secretaries are frequently requested to handle legal concerns

    • You could be expected to provide directors with advice on their responsibilities and make sure they abide by other laws, including those pertaining to data security and health and safety, the articles of association, and the corporate structure.
    • You could be requested to sign documents on the board’s behalf, such as contracts for rent or, more generally, on the bank account and statutory documents. You could be expected to take charge of setting up sufficient insurance to safeguard the business and the directors. In addition, company secretaries regularly participate in discussions with outside counsel, such as attorneys and accountants.
    • Anyone doing business with the firm has a right to believe that the secretary is authorised to sign contracts on its behalf.
    • When requested to approve a contract on behalf of your firm, be sure you do not go beyond the real power granted to you by the directors.
    1. Taking use of it

    You could rely largely on outside specialists in a small business.

    • You might only be able to assign tasks and keep an eye on their progress.
    • Ensure that your advisors get formal communications as soon as possible.
    • If you intend to change your company’s administration or share capital, notify your advisers in advance (eg issuing new shares or appointing a new director).
    • Carefully review all paperwork before signing and returning them as soon as you can.

    You might desire to play a more active position in a larger organisation.

    • Ensure that you are familiar with the key statutory filing requirements, among other things.
    • Schedule yearly events and, if required, tell people in advance.
    • Inform people of the significance of what you accomplish.
    • Make sure you receive any necessary training.
    • It seems sense for a new corporate secretary to obtain professional training before starting work. This will make it possible for the business secretary to effectively carry out his or her duties.
    1. What could possibly fail?

    Your position as company secretary exposes you to significant potential liabilities.

    • In reality, the qualified corporate secretaries employed by publicly traded firms, whose employment contracts clearly define all of their obligations, are the ones who are most likely to face major criminal charges.
    • Why A small private firm’s untrained company secretary is unlikely to face legal action unless they are deliberately complicit in major crime.
    • The directors of any corporation are primarily liable under the law.

    If the Companies Act is not followed, you might be held personally accountable.

    • Company secretaries and directors may be jointly accountable for mistakes (except for filing company accounts, for which directors alone are responsible).
    • If you fail to file the confirmation statement or accounts, you might face fines or even legal action.

    Companies House and the company secretary

    Since Companies House is where the firm’s public records are kept, a company secretary—or, in the case of a private corporation, the person in charge of company secretarial duties—will interact with them frequently.

    The majority of contacts with Companies House take place through their software filing system or web filing platform. Companies House is transitioning to a 100% online filing model, and the sections of the website where forms are accessible for download and printing have clear indicators indicating which fields may be filled out electronically instead

     

    Company Secretarial

    How can we help you?

    We can help you fulfil this role and offer the following services:

    • Registered office facilities.
    • Maintenance of statutory registers.
    • Submission of statutory documents.
    • Giving notice of General Meetings.
    • Drafting agendas for company meetings.
    • Preparing Minutes of Meetings.
    • Completion of share transfer forms.
    • Carrying out company searches.
    • Filing of Annual Return.
    • Acting as Company Secretary.
    • General Company Law advice.