Company Secretary: How Important Are They To Your Business?

The status and responsibilities of a company secretary have changed dramatically in recent years, particularly with globalization and market digitalization 👨‍🏫 The corporate secretariat fulfills several important roles in a business's structure and communication and various diverse obligations. As a result, the secretarial office is a critical core function of any successful business 🏆

A secretary plays a vital function in any form of business. However, the position and responsibilities of a corporate secretary may alter to some extent depending on the firm 👨‍🏫 There are several advantages to hiring a skilled corporate secretary. It will undoubtedly be a position that will greatly benefit your business 🏆

So, are you curious about the role of a Company Secretary for your business? Well, I recommend reading this article to learn why having a good secretary is vital for your business.

🏆 Business Fact!

A company secretary performs various tasks, including handling your legal filings and meeting fees.

Who is a Company Secretary?

A company secretary is an 'officer' of the business. They are a valuable component of the leadership team and frequently have extensive duties 🏆 As a result, the position of business secretary necessitates a dynamic and competent individual. 

According to the Companies Act 2006 (UK), a company secretary is required for all public corporations 👨‍🏫 However, private companies do not require such a position unless their articles of association specifically mandate it. 

Why Should You Have A Company Secretary for Your Business?

1. A Legal Requirement

It is not optional for your firm to have a corporate secretary. According to the Law, you cannot form your business without first explicitly identifying your company secretary 🏆 You will be penalized if you create and run your business without a company secretary.

2. A Link between Your Company and the Country's Administration

When the administration attempts to contact your organization, your company secretary will be the initial point of contact 👨‍🏫 The company secretary is responsible for any clarifications the government requests. 

3. Ensure Compliance with Local Company Policies, Regulations, and Laws

Having a company secretary guarantees your firm does not violate the law while supporting you in understanding and adhering to all local financial, business, and administrative duties 🏆

Desired Qualifications of a Company Secretary

In a public corporation, the Directors must ensure that the secretary has the sound skills and expertise to perform the duties of the secretary of the company to the greatest extent practicable 🏆 They must also fulfill one or more of the following criteria. 

• Eligible for membership in prestigious institutions such as ICAS or what we know as the Institute of Chartered Accountants of Scotland), ACCA, commonly known as the Association of Chartered Certified Accountants; the ICSA, also known as the Institute of the Chartered Secretaries and Administrators; the CIMA, widely known as the Chartered Institute of Management Accountants); and CIPFA (Chartered Institute of Public Finance and Accounting).

• Have served as company secretary of a public business for at least three of the five years before they were appointed secretary.

• A person who seems to the directors to be competent in performing the tasks of the company's secretary because they hold or have held any other post or are a member of any other body—section 273 of the Companies Act of 2006.

🏆 Business Trivia!

Private company secretaries do not need to have any specific credentials or experience.

The Key Responsibilities of a Company Secretary

The functions of the company secretary vary from administrative to managerial and include the following: 

1. Facilitating Tax Compliance

Every administration is widely renowned for being transparent regarding tax problems. As a result, the company secretary will confirm that your business or corporation meets all its tax responsibilities 🏆 Secretaries will inform you that your firm must be registered with the Inland Revenue Department for the facts regarding the business to be made accessible for government records.

2. Maintaining and Upgrading Your Company's Statutory Books

The company secretary will also be responsible for keeping accurate corporate documents. For example, minutes of the meetings, shareholders' registers, directors’ interests in contracts, etc. 👨‍🏫 The company secretary will also be responsible for generating and disseminating numerous reports utilizing the various corporate papers and information in their possession. 

3. Organizing and Attending Board Meetings

Another essential job of the company secretary is to organize and then attend all shareholder and board of directors’ meetings 🏆 The secretary will be responsible for developing meeting agendas, producing meeting minutes, and ensuring that all protocols are followed.

4. Post Incorporation Filing

Sometimes, you will need to change how your firm is set up. For example, you may need to increase or decrease the stated capital of the business, alter your firm's name /address, etc 👨‍🏫 In such cases; the company secretary will create and file the relevant paperwork to record these modifications with the Company Registrar.

What are the Primary Responsibilities of a Business Secretary?

While not required by law, the tasks of a company secretary generally require fulfilling some special tasks 🏆 The responsibilities listed below are some of the most important responsibilities of a business secretary.

1. Submission of Confirmation Statements and Other Corporate Returns

Completion and submission of the confirmation statement and other mandatory returns, such as the annual return, directors' reports, and auditors' reports, where appropriate 👨‍🏫

2. Maintaining the Statutory Books

Keeping the company's legal records is an ongoing chore that is frequently overlooked. However, the corporation's officers are required by law to maintain the statutory registers to the latest date 🏆 Failure to do so constitutes an offense. The corporation and its executives (Directors and Company Secretary) will face penalties and potential reputational harm. 

3. Organizing Directors' and Shareholders' Meetings

Usually, board meetings are organized by the company secretary 👨‍🏫 This involves creating the agenda, distributing supporting papers and notifications, and compiling meeting minutes.

4. Providing Business Advice House of Changes to Company Information

Substantial modifications must be reported to Companies House 🏆 Changes to the business's share capital, officer appointments, resignations, changes to director or company addresses, and revisions to the articles of association are all examples. 

5. Compliance with Legal, Financial, and Statutory Regulations

Any company secretary must be familiar with the business's articles of incorporation 👨‍🏫 They must ensure the firm complies with the Companies Act of 2006 (UK) and other applicable requirements.

6. Security of Company Documents

Another vital duty typically entrusted to the company secretary involves safeguarding important legal documents. This includes the certificate of incorporation and memorandum as well as the articles of association, company seal, share certificates, and directors' service contracts 🏆

7. Communication with Shareholders

The company secretary is your company's initial point of contact with the shareholders 👨‍🏫 They are responsible for distributing business news, such as dividend communication, share ownership registration, transfers, and other shareholding-related matters. 

8. Signing Legal Documents

The company secretary frequently signs legal documents on behalf of the board of directors 🏆 This includes signing checks and other bank paperwork and authorizing the company's confirmation statement.

What are the Additional Duties of a Company Secretary?

The business secretary is frequently obliged to do a number of other administrative tasks 🏆

• Insurance

• Company pension scheme

• Administration of share schemes

• PAYE & payroll

• VAT registration

• Management of the company’s premises and facilities

• Office management

• Observance of data security and health and safety regulations

• Intellectual property

For public companies, the secretary is additionally responsible for Stock Exchange compliance, administration of the company's registrars, and government compliance 👨‍🏫

How Important is the Company Secretary's Role?

The company secretary ensures that board processes are carried out and reviewed regularly. The chairman and the board will seek assistance from the company secretary on their obligations under the laws and regulations for which each is liable 👨‍🏫 With the increased emphasis on corporate governance, the job of the company secretary has expanded in prominence. In many respects, the secretary is now seen as the watchdog over the company's adherence to the law and standards of excellence 🏆

Who is a Good Company Secretary?

An excellent company secretary exhibits solid corporate governance skills, is committed to the organization's success, and can communicate effectively 👨‍🏫 Because the company secretary will work directly with the board of directors and top executives, they must be courageous and professional 🏆

What Credentials Are Required to Be a Company Secretary?

1. Multitasking Skills 

The company secretary must be well-versed in rules and regulations and have strong interpersonal skills to communicate with relevant entities such as the government, auditors, and corporate management 🏆

2. Organizational Knowledge 

The Company Secretary must comprehend the organization's business and context 👨‍🏫 They must transform governance theory into structures, rules, and appropriate organizational processes.

3. Planning Skills 

A skilled Company Secretary must constantly be prepared and one step ahead of the game 🏆 This implies that the secretary must be skilled at project management, as many initiatives usually demand them simultaneously. 

4. An Eye for Detail 

The distribution of messages, correspondence regarding dividends, registration of share ownership, transfers, and all other aspects of shareholdings must all be handled efficiently 👨‍🏫

5. Effective Communication Skills 

The secretaries are discreet, diplomatic, tactful, emotionally intelligent, and skilled negotiators 🏆 The Company Secretary should develop strong working relationships with all board members and relevant bodies. As a result, they should have strong communication abilities.

6. Sound Judgment 

A corporate secretary must be able to appraise and make appropriate decisions, often in situations containing competing concerns and goals 👨‍🏫 This is especially true considering the seniority with which a Company Secretary must deal. The Company Secretary is also responsible for engaging with external parties.

The Success of Your Business

The company secretary's job has evolved from an administrative assistant to one of the major managerial positions with substantial influence in a corporation 👨‍🏫 The function of the company secretary is evolving as regulation increases and regulators become more stringent. 

The Company Secretary serves as a vital link between the Board of Directors, its shareholders, and the Company House, ensuring that the Company is directed and regulated per a set of policies, procedures, processes, and regulations 🏆

When the role of a company secretary entails substantial responsibilities, it's essential to designate a capable individual to fulfill these duties. This is crucial as the company secretary could be held accountable for any shortcomings, leading to potential fines 👨‍🏫 Undertaking this critical responsibility is no easy task, and the ability to shoulder this burden is a primary prerequisite.

In this article, I have comprehensively covered everything you need to know about company secretaries, from A to Z 🏆 I am confident that individuals intrigued by this career path and field will find this post extremely engaging and informative