Company secretay is the company’s named representative on legal documents, and it is their responsibility to ensure that the company and its directors operate within the law. It is also their responsibility to register and communicate with shareholders, to ensure that dividends are paid and to maintain company records, such as lists of directors and shareholders, and annual accounts.
In China, every listed company is required to have a board secretary. According to article 124 of 2005 Company Law, every listed company is required to have a secretary to the board of directors. The responsibilities of board secretary include preparing meetings of shareholders and boards of directors, maintaining company records and shareholders information, dealing with information disclosure etc. Relevant listing rules in China further clarify that the secretary of the Board is a managerial position.
Who can and cannot be a secretary?
The secretary of a private limited company can be an individual person, including a director or shareholder. This role can also be held by another company or organization, the firm’s accountant or solicitor, a professional chartered secretary, or a company that provides administrative services. A secretary may not be the company auditor, any employee of the auditor, or any person who is an undischarged bankrupt or disqualified director.
What are the duties of company secretary?
Within any organization, a Corporate Secretary’s duties include ensuring the integrity of the governance framework, being responsible for the efficient administration of a company, ensuring compliance with statutory and regulatory requirements and implementing decisions made by the Board of Directors. Most company secretaries are responsible for the following:
Implementing the decisions of the board of directors;
Acting as adviser to the company directors;
Handle company share transactions - issuing new shares, arranging dividend payments and observing all legal requirements;
Liaising with auditors, lawyers, tax advisers, bankers and shareholders on board governance issues;
Attending and take minutes of directors’ and members’ meetings;
Ensure compliance obligations under relevant laws and the requirements of regulatory authorities are met.
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