Role of Company Secretary in Every Stage of Company Formation

Role of company secretary has a great importance in every stage of company formation. A secretary play a vital role for company. Primarily we can differentiate role of company secretary in three step which is discuss below:

The overall role of the company secretary can be divided into three (3) types:

  1. Role of company secretary before incorporation.
  2. Role of company secretary after incorporation.
  3. Routine Role of company secretary.

The above role described below:

A. Role of company secretary before incorporation

Here company secretary performs the following functions related to incorporation:

  1. Make arrangement of meeting for the promoters.
  2. Submitting necessary forms and documents to the registrar of joint stock company for getting certificate of incorporation, Prepare memorandum and Articles of Association as per company Act 1994.

B. Role of company secretary after incorporation

Here company secretary requires performing the below functions:

  1. Arrange meeting for the board of directors.
  2. Prepare and circulate prospectus.
  3. Collecting certificate of commencement from the registrar of joint stock company,
  4. Arrange statutory meeting, prepare statutory report and file the copy of such report with the registrar of the company.

C. Routine Role of company secretary

Such functions are regular in nature towards the following stakeholders:

1. Functions to Wards Company: These functions are set as per company Act 1994, and other related laws, which are:

  • Comply with the rules of company Act 1994; stamp Act and Income Tax Act.
  • Sign the Annual Report.
  • Maintenance of statutory books or different registers of the company.
  • Preparation, validation and filing of resolutions, agreements, document, notices and various returns with the company Registrar.
  • Attending the meetings and record their proceedings.
  • Keep the common seal in safe custody.

Image given below will give a clear-cut idea about role of company secretary. To view large size click on the image.

Role of Company Secretary

Role of Company Secretary

2. Role towards directors: Company secretary performs as a spokesman of board of directors such as:

  • Make sure that all actions of the board of directors are in accordance with the company’s memorandum and articles of association.
  • Deal with the correspondence as per instruction from the directors.
  • Provide necessary advice and information to the board to formulate company policy.
  • Arrange board meetings, issuing notice and preparing agenda of such meetings, also recording the minutes and resolutions of the meeting.
  • Draft the director’s report and presenting it in the annual general meeting in favor of the directors.

3. Role towards shareholders: Company secretary executes the following functions for shareholders:

  • Circulate prospectus, invite and receive share application. Issue allotment letter  and  share – certificates  and  arrange distribution  of dividend warrants to the shareholders.
  • Sending notice and agenda to the ‘shareholders for their respective meeting and make arrangement to hold the meeting.
  • Record the proceedings of the meeting in the minute’s book.
  • Allowing shareholders to inspect various books   and registers   as permissible under company Act 1994.
  • Communicate the decisions of board of directors to the shareholders and deal with the query and complaints of the shareholders.
  • Protect the interest of the shareholders.

4. Role related to meeting: Company secretary plays important role to hold various meeting, such as:

  • Select appropriate place of meeting.
  • Sending notice and agenda of the meeting to the participant.
  • Examining the proxy form.
  • Announcing the agenda before the meeting.
  • Assist chairman to conduct the meeting.
  • Record and maintain the minutes of the meeting.

5. Role as a liaison officer: As a liaison officer, a company secretary has to:

  • Maintain liaison between board of directors and various employees of the company,
  • Ensure link between company and stakeholders like shareholders and creditors,
  • Circulate orders or instructions at various levels of the company and escalate insights & opinion to the top level.

6. Roles as an administrative officer: Duties towards the office and staff company secretary is a high profile administrative officer of the company and therefore he needs to:

  • Supervise and coordinate the activity of various departments like share department, correspondence department, accounts department, filings record department etc.
  • Act as a friend and guide to the staff and ensure equal opportunity for all.
  • Handle with query complaints of the staff.

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