Company Secretary

A company secretary’s main functions are to oversee the companies day to day administration and to ensure specifically that the company complies with the law and observes its own regulations.

Qualifications of a company secretary

No qualifications are required to be the company secretary of a private company. In the case of public limited companies, the directors have a statutory duty to ensure that the company secretary is a person who appears to them to have the requisite knowledge and experience to discharge the functions of company secretary.

Appointment of the company secretary

Generally, the secretary is appointed by the directors for such term and with such remuneration and other conditions as they see fit, and a company may have more than one secretary.

Company secretary duties

In addition to ensuring that the company complies with the law and observes its own regulations, a company secretary may be assigned other functions in the company’s articles of association or they may be delegated by the company’s directors.

Duty of disclosure

The company secretary is obliged to record information for inclusion in the Register of Directors and Secretary, this includes:

  • Name and address
  • Registered office address – if the secretary is a company
  • Interests held in shares and debentures of the company
  • Details of any shares or debentures purchased or sold in the company, its holding company, any subsidiary or any subsidiary of its holding company

Administrative duties

Keeping the company’s minutes of board and general meetings on behalf of the directors. Keeping (and making available for inspection) the company’s registers on behalf of the directors, including the:

  • Register of members
  • Register of directors’ and secretary’s interests
  • Ensuring that directors are aware of any documents which need to be filed with the Registrar of Companies within the prescribed time limits i.e Annual Return and accounts
  • Communicating with the company’s members and notifying the members of meetings of the company, details of proposed resolutions to be considered at meetings, circulating them with copies of the annual financial statements
  • Delivering copies of special resolutions and certain other resolutions passed by the company
  • Publishing statutory notices
  • Administering share transfers
  • Ensuring that the board’s decisions are properly communicated

Company secretary powers

A company secretary has authority to make contracts within his own sphere of competence. A company secretary has no authority to make contracts unless specifically authorised to do so by the directors. Every limited company should have a Company Secretary who will perform a variety of tasks crucial to the smooth running of the company, which includes ensuring that the company’s statutory obligations are complied with.

Company secretarial service

We can provide a company secretarial service to ensure that your company’s statutory requirements are fulfilled. This service includes the filing of your company accounts and annual returns.

As your Company Secretary, we can also prepare documents in respect of changes to the company structure including the allotment of shares, transfer of shares, appointments and resignations of directors.

Our duties will include:

  • Maintaining the Register of Directors and Secretary
  • Issuing Share Certificates and recording transfers of shares
  • Maintaining the Register of Members and Debenture Holders
  • Arranging for charges to be registered and recorded in the Register of Charges
  • Preparation and submission of Annual Return and dormant accounts – additional fee payable
  • Filing of documents at the Companies Registry including changes of registered office, changes of directors and secretary

Regular duties

  • Has AGM notice/agenda been sent out in appropriate time to all members
  • Have all members been sent a copy of the accounts
  • Has auditor been sent notices of all meetings
  • Have details of directors’ re-elections been attended to
  • Have details of dividend payments been attended to
  • Have annual return and accounts been filed at the Companies Registry
  • Are all the statutory books/registers up to date and complete
  • Have changes of directors been filed

Statutory Register

We are able to act as Company Secretary for your company to maintain your statutory register and ensure that your annual returns are made correctly and on time.

The statutory registers contain:

  • Register of members
  • Register of directors and secretaries
  • Register of directors’ interests
  • Register of charges

Occasional duties

  • Has the auditor been sent copies of written resolutions
  • Are all directors’ details properly filed
  • Are secretary’s details properly filed
  • Has any change of name and trading name been filed
  • Has any change of registered office been filed
  • Does all business stationery show correct details
  • Have changes to Memorandum or Articles been filed
  • Have any mortgage details (including changes) been filed
  • Have any changes in authorised or issued share capital been filed
  • Is the company abiding by its Articles of Association
  • Have all minutes of shareholders’ meetings been taken and properly kept
  • Have any members died or become bankrupt
  • Have share transfers been properly processed and results recorded
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