Function and duties of a secretary normal

Function and duties of a secretary normal

An organization secretary is a managerial place in a personal sector firm or public sector group, usually within the type of a managerial place or above. In massive US and Canadian publicly traded firms, a company secretary is normally appointed as a company secretary or secretary.

Regardless of its identify, the function shouldn’t be an workplace or secretarial function within the standard sense. The corporate secretary ensures that a company complies with relevant legal guidelines and rules and retains board members knowledgeable of their authorized tasks. Company secretaries are the named representatives of the corporate on authorized paperwork, and it’s their duty to make sure that the corporate and its administrators function throughout the legislation. They’re additionally accountable for registering and speaking with shareholders, making certain that dividends are paid, and sustaining firm information, equivalent to lists of administrators and shareholders, and annual accounts.

In lots of international locations, non-public corporations are historically required by legislation to nominate an individual as firm secretary, and that individual may also normally be a senior member of the board of administrators.


Firm legislation requires that solely a listed firm have a full-time secretary and a sole proprietorship (any firm that’s not a public firm) has a secretary.

The secretary to be appointed by a listed firm have to be a member of a acknowledged physique {of professional} accountants, or a member of a acknowledged physique of firm/chartered secretaries or an individual with a grasp’s diploma in enterprise administration or commerce or is a legislation graduate from a acknowledged college and has related expertise. Nonetheless, the final secretary of a sole proprietorship have to be an individual with a bachelor’s diploma from a acknowledged college.

The duties of an organization secretary are normally contained in an “employment contract”. Nonetheless, the corporate secretary normally performs the next capabilities:-

Secretary duties:

(1). Secretarial duties:

  • Guarantee compliance with the provisions of the Firms Act and the principles derived therefrom and different articles of affiliation and rules of the corporate.
  • To make sure that the actions of the corporate are carried out in accordance with its objects as acknowledged in its memorandum of affiliation.
  • To make sure that the affairs of the corporate are performed in accordance with its objects contained within the articles of affiliation and the provisions of the businesses legislation.
  • Put together the agenda in session with the President and different paperwork for all conferences of the Board of Administrators.
  • Set up with and convene and maintain conferences of the Board of Administrators and put together a correct file of the proceedings.
  • Attend normal conferences to make sure authorized necessities are met and supply obligatory data.
  • Put together, in session with the President, the agenda and different paperwork for normal conferences.
  • Set up with the session of the president the annual and extraordinary normal conferences of the corporate and attend these conferences as a way to guarantee compliance with authorized necessities and to file right minutes.
  • Carry out all issues regarding the allotment of shares and the issuance of share certificates, together with sustaining the register of statutory shares and conducting acceptable actions associated to share transfers.
  • Put together, approve, signal and seal lease agreements, authorized types and different official paperwork on behalf of the corporate, when approved by the broad of the administrators or the manager officer.
  • Advise, together with firm attorneys, the CEO or different officer, on authorized issues, as required.
  • Have interaction authorized counsel and defend firm rights in court docket.
  • Have custody of the company seal.

(2). Authorized obligations of the secretary:

  • Finishing varied paperwork/declarations in accordance with the provisions of the Firms Act.
  • Good upkeep of the books and registers of the corporate in accordance with the provisions of the legislation on corporations.
  • Verify whether or not the authorized necessities for granting, issuing and transferring share certificates, mortgages and encumbrances have been met.
  • Name/arrange conferences of administrators, on their recommendation.
  • Distribute the invitation and the agenda of the conferences of the board of administrators to every director of the corporate.
  • Proceed correspondence with firm administrators on varied issues.
  • Document the minutes of the deliberations of the administrators’ conferences.
  • Implement the insurance policies formulated by the directors.
  • Deal with all correspondence between the corporate and the shareholders.
  • Distribute notices and agendas of normal conferences to shareholders.
  • Maintain a register of the deliberations of all normal conferences.
  • Prepare for the cost of the dividend throughout the prescribed interval in accordance with the provisions of the Firms Act.

(3). Preserve the next statutory books:

  • the share switch register;
  • the register of shares redeemed by an organization;
  • the register of mortgages, fees, and so on. ;
  • the register of members and its index;
  • the register of bondholders;
  • the register of administrators and different officers;
  • the register of contracts;
  • the register of actions and obligations of administrators;
  • the register of native members, administrators and officers, within the case of a overseas firm;
  • minute books;
  • proxy register;
  • Register of useful homeowners;
  • Register of deposits;
  • Shareholding register of administrators; And
  • Register of contracts, preparations and appointments to which administrators, and so on. have an interest.

(4). Different duties:

The corporate secretary usually performs the next capabilities:

a) Be sure that statutory types are filed promptly.

(b) Present members and auditors with discover of the assembly.

(c) Submitting of a replica of the particular resolutions within the prescribed type throughout the specified time.

(5). The supply of a replica of the accounts to any shareholder of the corporate, to any bondholder and to any individual approved to obtain discover of normal conferences. You could ship audited annual accounts.

(6). Maintain or trigger to be stored the minutes of administrators’ conferences and normal conferences. Along with monitoring the minute books of administrators and members, copies of the minutes of board conferences should even be offered to every director.

(7). Be sure that individuals approved to take action can seek the advice of the corporate’s information. For instance, the members of the society have the precise to acquire a replica of the register of members of the society, to seek the advice of the minutes of its normal conferences and to have copies of those minutes.

(8). Custody and Use of the Frequent Seal. Firms are required to have a typical seal and the secretary is mostly accountable for its custody and use. (Frequent gaskets will be bought from gasket producers)


Firm legislation permits him to signal statutory declarations and purposes.


The rights of an organization secretary rely upon the phrases of his contract with the corporate. The secretary has no particular rights beneath firm legislation.