Quick Summary
The company secretary is the connecting officer between the company, directors, shareholders, and regulatory authorities. The role combines law, administration, records, and communication.
Meaning
A company secretary is a qualified officer appointed to perform secretarial and compliance functions for the company.
Key Qualities
- Knowledge of company law
- Organising ability
- Accuracy in records
- Communication skill
- Integrity and confidentiality
Main Functions
Before Meetings
- Issue notices
- Prepare agenda
- Arrange documents
During Meetings
- Assist the chairperson
- Record proceedings
- Clarify procedural matters
After Meetings
- Prepare minutes
- Communicate decisions
- File required returns
Other Duties
- Maintain statutory books and registers
- Handle correspondence
- Advise directors on legal procedure
- Ensure compliance with company law
- Coordinate with shareholders and regulators
Secretary vs Director
| Company Secretary | Director |
|---|---|
| Officer of the company | Member of the board |
| Handles secretarial and compliance work | Takes policy and managerial decisions |
| Advises and records | Governs and directs |
| Usually employee/officer role | Fiduciary leadership role |
Important Questions
One Mark
1. Who is a company secretary? 2. Name one statutory record maintained by a secretary. 3. Who prepares minutes of meetings?
Short Answer
1. State any three qualities of a company secretary. 2. Write any three duties of a company secretary. 3. Distinguish between company secretary and director.
Long Answer
1. Explain the functions of a company secretary. 2. Describe the duties of a company secretary before, during, and after meetings. 3. Explain the importance of a company secretary in corporate administration.
Common Mistakes
- Describing the secretary as only a typist or clerk.
- Mixing the powers of directors with the duties of secretary.
- Forgetting statutory books and minutes.
- Writing functions without grouping them clearly.
Revision Checklist
- [ ] Meaning and importance
- [ ] Qualities
- [ ] Duties before, during, after meetings
- [ ] Other compliance duties
- [ ] Secretary vs director