The functions of the secretary are largely administrative in nature. The Secretary generally takes charge of and manages compliance with the requirements of company laws. The directors of an SPS must ensure that the person appointed secretary has the necessary skills or resources to perform his or her legal and other functions. The person must meet one of the following conditions. The Secretary is generally responsible for informing Companies House of any change in the company`s registered address. Due to the highly administrative nature of the role, it goes without saying that the person you choose as your company secretary must be organized, motivated, and have a good understanding of your company`s internal operations as well as its legal obligations. However, a secretary does not need to have formal qualifications. The standard provisions / standard articles entrust the secretary with tasks related to the convening of meetings of directors and general meetings. It is important to note that some people are prevented from becoming company secretaries; These include the auditor of the company (who would give him the role would pose a conflict of interest) and bankruptcies not triggered unless a court has given his authorization. In particular, the secretary must ensure that all legal provisions relating to transfers of shares have been complied with.

For example, if a transfer of shares requires the consent of the directors, it should be obtained by a decision of the board of directors. It is also illegal for a company to register a transfer of shares unless the share transfer form is correctly stamped with the correct tax amount, and therefore the secretary must also ensure that this has been done. These include; Minutes of the main meetings and the board of directors, a register of directors, a register of shareholders, all fees attributable to the assets of the company and a register of “bondholders” (usually your bank). A secretary cannot be the auditor of the corporation, an employee of the auditor, or a person who is an unqualified bankrupt or disqualified director. In general, the execution of a document by a corporation requires the signature of two officers (either two directors, a director or the secretary) or the signature of a director in the presence of a witness. However, this is subject to any restrictions that a particular company wishes to impose either in its articles of association or due to internal signing authorities. In addition, the secretary may be authorized to act himself to enter into contracts and other obligations on behalf of the corporation. A more in-depth discussion of when a secretary may have such power and the consequences of acting without such authority is set out below. Business secretaries in small businesses are unlikely to face the same severity of consequences, as these roles are often vaguely defined.

If you are considering becoming a company secretary, you should be aware of the pressures that can sometimes arise from the role, as well as the risk of joint liability in the event of a violation of the Companies Act 2006; For example, if you do not file a confirmation statement, it can result in high penalties and possible criminal charges. Ability of directors/shareholders to ratify an illegal act of a company secretary “If you are appointed secretary of the company, you are an officer of the company. This means that you can be sued with the directors if the company does not comply with its obligations. Martin Dunne, Sayers Butterworth LLP In our experience, many directors and officers usually have only a vague knowledge (if any) of the crimes that can be committed not only by their companies, but also by themselves under the law. The general assumption is that the risk is only theoretical, that no one will really be prosecuted for what (in some eyes) are trivial technical violations. Even if the alleged authority of the secretary of the corporation does not extend to a particular act, he may still exercise it if the express or implied authority of the board of directors has been granted. Express permission could be given either in the form of a specific instruction from the board of directors or, for example, by an explicit obligation set out in the secretary`s employment contract (if he has one). Tacit authority may be given, for example, by the conduct of the directors or by a previous course of business with respect to instructions given to the secretary in the performance of his duties. In addition to Companies House`s reporting obligations, the functions of the company secretary typically include: Due to their position as an administrative manager, company secretaries generally have an “alleged authority” of directors to enter into contracts on behalf of the company in the performance of their administrative functions, such as ordering stationery.

If this is the case, the secretary would not have to obtain the express consent of the directors at every opportunity. However, this power would generally not extend to more important matters that do not fall within the administrative role of the secretary. Possible exemption from liability in case of breach of a secretary`s obligations Blackstone`s articles of association written on company law (OUP) It is no longer mandatory for limited liability companies to appoint a company secretary (the only legally required “director” is at least a director – read more in our article on company directors), but most companies continue to do so, because they play an extremely important administrative role. When civil servants are prosecuted, the majority of offences are tried only by a court of first instance and the fine is limited to £1,000. However, a number of offences brought before a court of first instance (including late creation of an account) will be subject to an unlimited level 5 fine for offences committed after 13 March 2015. In addition, an officer who is the subject of a second conviction for certain offences may be liable to a daily fine for late payment of up to £500 for each day the offence was committed until it is remedied. So how do you find the right person for the job and what do you need to know about how company secretaries work in practice? Read on to find out. Generally speaking, a works secretary is the head of the administrative department of a company, who is assigned tasks and responsibilities with the directors of the corporation under the Companies Act.

You are required to file annual statements and other documents with Companies House each year and to assume responsibility for convening board meetings and other internal administrative matters. It is important to note that if an action is to be taken by a director and the secretary (such as signing a document), it is not possible for a person to sign their respective functions as director and secretary. The Secretary is generally responsible for ensuring that all such information is submitted in the correct form and with all relevant fees within the prescribed time frame. No formal training is required from a works secretary. However, they will be responsible for much of the administrative work. It is recommended that the ideal person in the role be naturally organized and efficient, and have some understanding of the structure of the company and finances. The secretary therefore has a responsibility to all directors, but for practical reasons, the president must retain some control. And the administrative role is crucial: “Under the direction of the President, the duties of the Corporate Secretary include ensuring a smooth flow of information within the Board of Directors and its committees, as well as between senior management and non-executive directors, as well as facilitating the initiation and support of professional development as required.” In addition, liability for certain violations may extend beyond registered directors. For example, the provisions of Section 853L regarding failure to file a declaration of confirmation explicitly state that fictitious directors may be guilty of the crime. A number of other articles contain similar provisions.

A shadow director is a person whose instructions are followed by the directors of the corporation; It can be a shareholder, a lender or even a business consultant. For many companies, the General Secretary plays an important role in keeping track of administrative tasks and ensuring that all decisions made by the board of directors are executed accurately. The secretary of a limited liability company may be a natural person, including a director or shareholder. This role may also be exercised by another corporation or organization, the firm`s accountant or lawyer, a professional chartered secretary, or a corporation providing administrative services. As a company secretary, the responsibility for filing company documents with Companies House usually rests with you. The secretary shall keep the various registers required. This includes the register of members, shareholders, directors, directors` interests, etc. The secretary is mainly responsible for sending the declarations to the commercial register office if necessary.