Liabilities of Company Secretary

There are many liabilities of company secretary. Company Act 1994, Income Tax Act 1922 and stamp act defines the liabilities of a company secretary. His liabilities can be divided into two groups, which are:

  • Statutory Liabilities,
  • Contractual Liabilities.

Liabilities of Company Secretary

Liabilities of Company Secretary

Statutory liabilities

A company secretary is legally bound to following liabilities:

  1. Register all files and documents of the company.
  2. Arrange statutory meeting and preparing statutory report and submit it to the Registrar of joint stock company in due time.
  3. Arrange annual general meeting in due time.
  4. Sending notice of the meeting to the participant.
  5. Writing minutes of various meetings and maintaining minute books.
  6. Supplying relevant copy of minutes to the shareholders.
  7. Directors, shareholders and debenture holder’s registrar maintaining.
  8. Submitting/financial statements of the Company to the Registrar of Joint Stock Company.
  9. Issuing share certificates, dividend warrant and bonus share certificates to the shareholders.
  10. Deducting income tax from the employee salary and pay dividend to the shareholders.
  11. Appointing company auditor and arranging audit of books of account of the company.
  12. Never enter into any contract or distribute any share and debenture until board of directors authorizes it. Also never take any loan in the name of the company.
  13. Submitting income tax returns and ensures use of required company seal and stamp.

Contractual liabilities

Such liabilities arise from his service contract made with the company. Which are given below:

  1. Abide by all terms and conditions of service contract.
  2. Follow the order instructions and act as per authorization of the board of directors.
  3. Maintain secrecy of the company affairs.
  4. Perform duties with due care and skills.
  5. Never act beyond his authority and not to make any secret profit through any illegal   activity.

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