Everything you need to know about Company Secretary
By Alex Tanglao, Last updated: 2023-01-18 (originally published on 2017-06-20)
The Role of a Company Secretary
A company secretary is responsible primarily for the efficient administration and reporting of a company. Appointing a company secretary is mandated by law for all limited companies. The company secretary assists the company directors in ensuring that the company meets all its regulatory obligations and records formal decisions in company resolutions. Some of the key roles of a company secretary are:
- Arranging meetings;
- Maintaining company statutory registers and records;
- Lodging and filing in time all necessary documents required by law
- Providing administrative support in preparation of meetings;
- Assisting in the implementation of corporate strategies by ensuring that the board’s decisions are properly carried out and communicated; and
- Communicating adequately with shareholders.
Who Can Be a Company Secretary?
The role of company secretary can be taken on by someone in the business who has the requisite knowledge and experience to discharge the functions of a company secretary, but check if there are requirements under local law on the place of residence of the individual. If the company has only one director, he or she cannot act as the company secretary.
Directors’ and Shareholders’ Resolutions
A company resolution is a formal decision of the company made by the board of directors or by the shareholders of the company. Different matters may require different types of resolutions or different levels of approval depending on statutory requirements and provisions in the company’s constitutional documents. When shareholders make a formal decision, it gets recorded as a shareholder resolution. When the board of directors makes a formal decision, it gets formalised through a board resolution. Some examples of decisions that require the board’s approval are opening a bank account, appointing first auditors, changing the financial year end, and appointing new directors to fill casual vacancies. To formalise these decisions, you will need the following documents:
- Directors’ Resolution for Bank Account Opening This resolution is required for opening a company bank account. The resolution authorises the opening of the bank account and determines the parties who are authorised to access the account.
- Directors’ Resolution to Appoint First Auditors This resolution is required to appoint the first auditors for the company.
- Directors’ Resolution to Appoint New Directors and/or Acknowledge Resignation of Directors This resolution is required to appoint new directors (to fill a casual vacancy) or to acknowledge the resignation of a director.
- Directors’ Resolution to Change Financial Year End This is a resolution to change the financial year end date of your company to a new date.
Some examples of decisions that require shareholders’ approval are changing the company’s Constitution, changing the company name, removing the need for an annual general meeting, and appointing new auditors . To formalise these decisions, you will need documents such as:
- Shareholders’ Resolution to Alter Constitution When you want to alter the Constitution of your company, you need to make sure that this is done legally and in the right manner by making a special resolution.
- Shareholders’ Resolution to Remove Need for an Annual General Meeting To save time and administrative cost it can be useful to remove the requirement for an AGM for your Company once and for all.
- Shareholders’ Resolution in Lieu of an Annual General Meeting (AGM) A resolution for companies that choose not to hold an annual general meeting (AGM).
- Shareholders’ Resolution to Change Company Name This resolution is required to change the name of your company.
Other documents that you may need include:
- Director’s Letter of Resignation: A letter that can be used by a resigning director to notify the company and other directors of the decision to resign.
- Company Secretary’s Letter of Resignation: A letter that can be used by a resigning company secretary to notify the company of the decision to resign.
- Share Certificate: An ordinary share certificate for the shareholders of your company.
- Share Certificate
- Banking Instruction for Payment of Interest or Dividends
- Shareholders’ Resolution to Change Company Name
- Shareholders’ Resolution in Lieu of an Annual General Meeting (AGM)
- Shareholders’ Resolution to Remove Need for an Annual General Meeting (AGM)
- Shareholders’ Resolution to Alter Constitution
- Directors’ Resolution for Bank Account Opening
- Directors’ Resolution to Change Financial Year End
- Directors’ Resolution to Appoint First Auditors
- Directors’ Resolution to Appoint Directors and/or Acknowledge Resignation of Directors
- Director’s Letter of Resignation
- Non-executive Director’s Letter of Appointment
- Company Secretary’s Letter of Resignation