A corporate secretary plays a formal advisory role in the administrative set-up of a corporation. He is guilty of complying with a company’s regulations and providing recommendations to board members on corporate governance practices. Although this is not a legal requirement for limited liability companies. , are mandatory for public limited companies.
The main tasks of a Secretary-General are:
The Corporate Secretary will keep the Board of Directors informed of governance issues and adjustments in applicable corporate legislation. It prepares the annual report of the directors, facilitates appointments as auditors and transfers of percentages, as well as makes new directors aware of their responsibilities. By handling much of the compliance-like documents, they allow the board to focus exclusively on driving the organization’s strategy and goals.
A qualified corporate secretary fully understands regulatory timelines and reporting obligations to the government, such as the Registrar of Companies, tax agencies, and industry regulators. Instances are prepared and filed in a timely manner to keep the company in a legal position. Common processed filings come with confirmatory statements, annual accounts, annual reports, notices of administrator adjustments, or constitutional documents.
The secretary maintains complete records of the minutes of the meeting, securely protects the seal of the corporation, issues percentage certificates, and maintains the register of members. Diligent documentation and editing control assistance demonstrate compliance inspections or audits conducted by regulators. This also ensures continuity in the event of disputes over claims at a later date.
The Corporate Secretary shall have an adequate report prior to the Company’s meetings and general meetings, specifying the agenda, place, time and voting rights of the shareholders. They facilitate discussions and advise the Chair on procedural issues at meetings. It remains a must-have tool for, as it should be, documenting minutes with key developments, voting, and follow-up actions.
Once the meeting is over, the secretary communicates the effects and agreements to the corresponding internal or external groups, who constitute the company in certain legal matters or incorporate specialized external advisors in matters such as contracts, litigation, mergers and acquisitions. The role of the corporate secretary greases the communication wheels between the board of directors, management, shareholders, advisors, and other parties who interact with the company.
The need for a corporate secretary due to several factors:
As such, you deserve to review your country’s specific regulations to determine what legal needs exist before opting for a corporate secretary.
Hiring a corporate secretary makes a lot of sense for more complex and developing companies. A few key steps that imply you can take advantage of this governance and compliance feature:
When governance and compliance want to develop quickly, it allows managers to focus their attention exclusively on the development of their core business. Company secretaries lose time and peace of mind for administrators.
Consider the opportunity charge: Does controlling administrative responsibilities divert managers’ time from revenue-generating activities?Compare this to the charge of hiring a qualified corporate secretary.
For an early start-up, it is probably not feasible to appoint a secretary given the limited complexity of the organization and its funds. The price that can be derived from this role increases exponentially depending on the duration and dangers of the business. . The larger the organization, the more managers are called upon to oversee operations, funding, expansion, etc.
Compliance would possibly go unnoticed in those cases, but a committed corporate secretary can continue to meet the demands of his or her role.
While it covers the core functions of a secretary, it helps to perceive the general day-to-day jobs that underpin those categories:
Corporate Governance Functions
Legal & Regulatory Compliance Responsibilities
Paperwork
While it might seem huge, a talented secretary leverages technologies like cloud software to facilitate compliance, governance, and administration.
While express requirements vary internationally, most countries specify a minimum to serve as a corporate secretary, which requires:
In the UK, the Chartered Governance Institute and the Institute of Chartered Secretaries
This represents a broad education in the realms of finance, law, strategy and governance, making Chartered Secretaries incredibly flexible to manage corporate management from various angles and advise administrators’ forums holistically.
Practical experience in well-known companies, law firms or secretarial services is also a clear advantage. Similarly, familiarity with the role they occupy within the express industry they work in means that they will be able to increase additional strategic costs through navigation in the industry. express regulations and giving recommendations on non-unusual problems or unrelated to market incidents.
When opting for a corporate secretary, you should perceive the key qualities needed to thrive in this role. Those guilty of hiring corporate secretaries must:
While value matters, a wealth of experience justifies much larger investments: a long-term strategic governance partner can really help protect the company from exponentially greater risks, adding consequences and fines.
Simply put, the corporate secretary is never part of the board of directors. This undermines the purpose of the board’s role as an independent framework of checks and balances and advisory. Objectivity and impartiality remain imperative for effective governance oversight.
However, for start-ups with limited resources, a director fills this position. This is legally allowed in most countries after the changes removed the special requirement to appoint an independent committed secretary.
Conflicts of interest can arise when managers act as executive decision-makers promoting company expansion AND as a restrictive governance apparatus, so most business owners and savvy investors will call for separation of those responsibilities. Responsibilities in a personal company, they try to gradually delegate elements of governance to an appointed secretary as the company grows and budgets allow.
State-owned enterprises simply cannot merge the two functions given the close scrutiny of public shareholders and the difficult accountability of exchanges. Legal obligations also continue to accumulate over the life of the company, requiring specialized attention that managers should not provide if they put in the effort. to steer the company’s ship.
As organizations grow, poor governance directly correlates with an increased threat of sanctions, investor flight, and falling inventory prices. These disorders can be avoided by investing in an experienced corporate secretary to maintain control over accountability as complexity increases.
Many corporations rent within the company itself to fill the position of corporate secretary, but this can also be covered through an independent contractor providing their services.
HR and finance leaders serve in the dual role of corporate secretary due to their deep involvement in running the business and their current experience with regulatory compliance and due diligence as part of their day-to-day duties. Some corporations also hire full-time corporate secretaries. it just depends on the duration of your company and the budgets available.
If hired, SMEs can expect to pay between £200 and £500 per month for a part-time outsourced freelance secretary. This would cover basic services such as archiving and maintenance of the company’s official documents. They could also charge hourly remuneration. Fee for one-time referral or facilities that are not within this jurisdiction.
The load heavily on points such as:
Small businesses might find the costs of hiring a corporate secretary prohibitive at first, but they deserve to conduct cost-benefit research to find out if they’re worth taking the plunge. Strategic and astute compliance experts can save you money in the long run through effective methods. and timely management.
If more than one of those signs applies, chances are your organization has reached an inflection point that requires this kind of specialized support. Business owners and leaders deserve to think about the true cost of the final governance gaps rather than paying for the expertise required to remain the most aware of this vital task.
In summary, while it is not a position required by law, outsourcing corporate secretarial services or hiring internally for this position provides immense strategic help as your operations and compliance obligations grow. Their specialized expertise in corporate governance allows managers to fully focus their energies on developing their core businesses.
Real Business has been championing entrepreneurship in the UK since 1997. He is now the leader in inspiration, education, and collaboration for rapidly developing business owners, from startups to mid-sized businesses. Real Business provides readers with high-level, industry-leading interviews. news, ideas and reports, as well as a growing diversity of occasions tailored to the growth of SMEs.