The duties of a Company Secretary are several. It is usually a senior position in a private or public organisation. In many countries such a position is made mandatory by law, especially given a certain size of a company. Such individuals need to look into the overall efficient administration of a company as well as ensuring that the Board of Directors of a company works in compliance with the regulatory and statutory requirements of a country. Such a role is far from being secretarial or clerical; it is a position which has huge legal responsibilities. A Company Secretary has several duties towards the board of a company as well as the share holders and the financial market transactions of a company. Some of the functions remain the same across countries while some are specific to a country or state.
In India, a company whose paid up share capital is five cores or more needs to appoint a full time Company Secretary in the rolls of the company. For companies whose capital is less than five crores, they need a registered and practicing Company Secretary to issue a compliance certificate.
The principal duties of a Company Secretary are several. The annual returns of a company need to be signed by a Company Secretary. This is needed for companies which are listed on recognised stock exchanges of the country. Again, the SEBI or Securities and Exchange Board of India recognizes a registered Company Secretary as the authorized person who can issue the different certificates on behalf of a company. Listed companies also need to comply to corporate governance clauses which can be certified by company secretaries.
The Companies Bill that was passed in 2009 to have become an Act has empowered the National Company Law Tribunal to hear corporate law cases instead of the High Court of a state. In such cases, a Company Secretary is the legal representative of a company and the presence of a lawyer in such cases is not mandatory. This has thus increased the opportunities and importance of company secretaries more.
Thus, a Company Secretary has many high level duties in an organisation which consist of governance rules and regulations, ensuring corporate conduct with respect to legal and regulatory requirements, overseeing management of employee benefits such as pension schemes and employee shares, looking into financial accounts, property administration and so forth.