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What are the general duties of a secretary?

The company secretary is the chief administrative officer the company. His general duties can be quite far-ranging and may include the following:

 

·           carrying out the functions of the chief administrative officer of the company;

 

·            have a clear understanding of his company’s constituent documents (its memorandum and articles of association) and of the relevant Companies Act’s provisions.

 

·            ensure that the necessary registers required to be kept by the Companies Act are established and properly maintained;

 

·            ensure that all returns required to be lodged with the Registrars of Companies are prepared and filed within the appropriate time limits;

 

·            be conversant with the requirements of the Stock Exchange (if the company’s shares are listed);

 

·           organise and attend meetings of the shareholders and directors (this includes the sending out of notices, preparation of agendas, getting the proxies, compilation of minutes);

 

·            ensure that the procedures  of meetings are followed (particularly the relevant articles of the company as regards such things as quorum requirements, voting procedures, proxy provisions) so that he can advise the chairman if he need arises;

 

·            supervise the company’s share capital generally, including the preparation of allotment letters, issue of share certificates, handling of transfers and transmissions of shares, forfeiting of shares, etc.;

 

·            ensure that  the company’s accounting records are kept in accordance with the Companies Act and that the annual accounts and reports are prepared in the form and at the time required by the Act;

 

·            supervise the preparation of tax returns and ensure compliance with the various taxing provisions (e.g. payroll, income, sales, withholding, land taxes, etc.);

 

·           attend to the company’s insurance requirements and ensure that the company is properly protected;

 

·           be conversant with such statutory requirements and provisions affecting the company’s business activities;

 

·           comply with the instructions of the directors and to communicate those instructions to the relevant officers, etc. of the company.


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