Role of Company Secretary in Every Stage of Company Formation

The role of company secretary has great importance in every stage of company formation. A secretary plays a vital role in the company.

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

The above role is described below:

Table of Contents

A. Role of company secretary before incorporation

Here the company secretary performs the following functions related to incorporation:

Make an arrangement for a meeting with the promoters.
Submitting necessary forms and documents to the registrar of the joint-stock company for getting a certificate of incorporation, Prepare Memorandum and Articles of Association as per company Act 1994.

Here the company secretary requires performing the below functions:

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

Such functions are regular in nature towards the following stakeholders:

These functions are set as per the Company Act 1994, and other related laws, which are:

Comply with the rules of the 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, documents, notices, and various returns with the Company Registrar.
Attending the meetings and recording their proceedings.
Keep the common seal in safe custody.

The company secretary performs as a spokesman for the 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, issue notice, and prepare the agenda of such meetings, also recording the minutes and resolutions of the meeting.
Draft the director’s report and present it in the annual general meeting in favor of the directors.

The company secretary executes the following functions for shareholders:

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

The company secretary plays an important role to hold various meetings, such as:

As a liaison officer, a company secretary has to:

Maintain liaison between the 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 & opinions to the top level.

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 the share department, correspondence department, accounts department, filings record department, etc.
Act like a friend and guide to the staff and ensure equal opportunity for all.
Handle query complaints of the staff.

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