A company secretary is usually appointed to reduce the workload of directors by assisting them with their day-to-day management duties and responsibilities. Private limited companies, however, are no longer required by law to appoint a company secretary, unless their articles of association requires the company to have one.
Roles of A Company Secretary
The role of a company secretary is not specified by the Companies Act, but it will usually be outlined in an employment contract. Primarily, the secretary is responsible for reporting information to company management in a timely manner. For example they should notify any changes to the directors or the registered office address. In addition to this a company secretary would normally record the minutes of any meeting of the board, maintain the company's statutory books and file the annual return.
As the secretary is an officer of the company, they may be criminally liable for defaults committed by the company.The secretary may also have to make out a statement of the company's affairs if an administrative receiver or a provisional liquidator is appointed, or if a winding-up order is made.
Duties of A Company Secretary
The duties which a company secretary commonly undertakes include:
(1) Ensuring that all business letters, notices and other official publications of the company show the name of the company and any other information as required by the statutes and that company name plates are displayed in a conspicuous place of registered address of the company;
(2) Maintaining the company’s register of members; dealing with transfers and other matters affecting share-holdings; dealing with queries and requests from shareholders and different stakeholders;
(3) Co-coordinating the publication and distribution of the company's annual report, accounts and interim statements, in consultation with the company's internal and external advisers, in particular, when preparing the directors' report;
(4) Ensuring that an annual general meeting is held in accordance with the requirements of the Companies Act and the company’s Articles of Association and preparing and issuing notices of meetings, and distributing proxy forms.
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