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Section::Company Secretary Responsibilities


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Responsibilities and Duties of a Company Secretary

What are The Duties of a Company Secretary?
The duties of a Company Secretary are not spelled out by the companies act but typically include the following:
(Note when we say the Act we mean the UK Companies Act)
Special duties
As the secretary is an officer of the company under section 744 of the Act, they may be criminally liable for defaults committed by the company. For example failure to file - in the time allowed - any change in the details of the company's directors and secretary, and the company's annual return. 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. (Sections 47 (Section 66 for Scotland) and 131 of the Insolvency Act 1986.)
Other duties
The company secretary usually undertakes the following duties:
(a) Maintaining the statutory registers. These are:
the register of members (section 352);
the register of directors and secretaries (section 288);
the register of directors' interests (section 325);
the register of charges (section 407 or 422 for Scottish companies); and
for public companies only, the register of interests in shares (section 211).
(b) Ensuring that statutory forms are filed promptly. You cannot simply send a letter to notify the Registrar that you wish to change the situation of the company's registered office or that changes have occurred among directors or secretaries or their particulars. You should normally use Companies house forms 287 and 288a, b or c as appropriate. You may also use the annual return Form 363s in some circumstances if the return is due at the convenient time. Changes of directors' and secretaries' details must be notified within 14 days. There are many other forms that need to be delivered to the Registrar.
(c) Providing members and auditors with notice of meetings. You must give them 21 days written notice of an annual general meeting. You must give them 14 days written notice of a meeting which is neither an annual general meeting or a meeting to pass a special resolution. If you are the secretary of an unlimited company, the written notice required is 7 days.
(d) Sending the Registrar copies of resolutions and agreements. You must send him copies of every resolution or agreement to which section 380 of the Act applies, for example special and extraordinary resolutions, within 15 days of them being passed.
(e) Supplying a copy of the accounts to every member of the company, every debenture holder and every person who is entitled to receive notice of general meetings - also copies demanded by anyone under section 239 of the Act. You must send accounts at least 21 days before a meeting at which they are to be laid - see section 238 of the Act.
(f) Keeping, or arranging for the keeping, of minutes of directors' meetings and general meetings.
(g) Ensuring that people entitled to do so, can inspect company records. For example, members of the company and members of the public are entitled to a copy of the company's register of members, and members of the company are entitled to inspect the minutes of its general meetings and to have copies of these minutes.
(h) Custody and use of the company seal. Companies no longer need to have a company seal but if they do, the secretary is usually responsible for its custody and use. (Company seals can be bought from legal stationers and company formation agents.)


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Last Updated [19/01/2006 18:45:12] http://www.sumituk.co.uk/Question/Company_Secretary.asp