Company secretary
Company Secretary
- Who it is
- An officer responsible for a company’s corporate formalities
- What it does
- Keeps the registers, prepares minutes, monitors reporting deadlines, keeps documents
- Is it mandatory
- Mandatory in some jurisdictions, optional in others
- Who it can be
- An individual or a specialist company
- Why it matters to you
- Order in corporate documents directly affects the speed of transactions and checks
In plain words
A company secretary is an officer responsible for a company’s corporate formalities. This is not office administration in the everyday sense: the secretary keeps the mandatory registers, prepares the decisions and minutes of the governing bodies, monitors filing deadlines, keeps the corporate documents and handles communication with the registrar.
In some jurisdictions — mainly in the British legal tradition — having a secretary is mandatory or was historically. In other countries the function is optional and is performed by a director or an external provider. The secretary may be either an individual or a specialist company.
The practical value of the role becomes clear at the moment of a check. When a bank, a buyer of the business or a programme reviewer requests corporate documents, the difference between a neatly kept file and scattered papers is measured in weeks. A company with its documents in order goes through any procedure noticeably faster.
When the role is especially useful
What the function includes
- The register of directors
- Register of members
- Keeping the information up to date
- Minutes of meetings
- Directors’ resolutions
- Documenting changes
- Annual reporting
- Duties and fees
- Notices from the registrar
- Corporate file
- Constitutional documents
- Readiness for checks
How to organise the function
- 01Establish the jurisdiction’s requirements
- 02Choose who will perform the function
- 03Put the documents in order
- 04Set up a calendar of deadlines
- 05Keep it up to date
What you need to know
- Requirements to have a secretary differ between countries
- The function may be performed by a specialist company
- The secretary is responsible for formalities, not business decisions
- Order in corporate documents speeds up any procedure
- Responsibility for meeting deadlines remains with the company
Common mistakes
- Not recording decisions of the governing bodies in writing
- Keeping corporate documents scattered
- Treating the function as a formality and cutting costs on it
- Not recording changes in the registers on time
- Shifting responsibility entirely to the provider
What this means for a BRIDGES client
Before applying for a programme, we ask for the corporate documents of all the client’s companies. Where order has been kept, preparation takes days. Where it has not, weeks. It is the most underestimated way of saving time.
Frequently asked questions
01 /What is a company secretary?
An officer responsible for corporate formalities: registers, minutes, reporting deadlines, keeping documents.
02 /Is it mandatory?
It depends on the jurisdiction. In countries of the British legal tradition, more often yes; in others the function is optional and is performed by a director or a provider.
03 /Can a company act as secretary?
Yes, in many jurisdictions the function is performed by a specialist organisation providing corporate services.
04 /Is the secretary responsible for business decisions?
No. Their area is formalities and documents. Management decisions are taken by the directors and members.
05 /Why bother if the company is small?
Order in corporate documents speeds up opening accounts, transactions and checks. The difference is especially noticeable in due diligence.
06 /Does a provider relieve the company of responsibility?
No. The company itself and its directors are responsible for complying with formalities, even if the work is done by an external provider.
See also
Read next
This material has undergone editorial review by BRIDGES.
Corporate documents in disarray?
We will help assemble the set and put the formalities in order before filing.