A Company Secretary is a senior position in a private sector company or public sector organisation, normally in the form of a managerial position or above. In large American and Canadian publicly listed corporations, a company secretary is typically named a Corporate Secretary or Secretary.
The Company Secretary is responsible for the efficient administration of a company, particularly with regard to ensuring compliance with statutory and regulatory requirements and for ensuring that decisions of the Board of Directors are implemented.
Despite the name, the role is not a clerical or secretarial one in the usual sense. The company secretary ensures that an organisation complies with relevant legislation and regulation, and keeps board members informed of their legal responsibilities. Company secretaries are 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 many countries, private companies have traditionally been required by law to appoint one person as a company secretary, and this person will also usually be a senior board member.
In India every company having a paid up share capital of Rs.50 million (5 crores) or more is required to appoint a qualified person as Company Secretary. A qualified Company Secretary should be a member of Institute of Company Secretaries of India. A company having not less than Rs.one million (10 lacs) paid up capital and not required to appoint a full time company Secretary should file a compliance certificate signed by a practising Company Secretary with the Registrar of Companies.
Section 383A of the Companies Act, 1956 provides for the mandatory appointment of a whole time secretary where the paid up capital of the Company exceeds Rs.50 million (5 crores). If the capital is less than Rs.50 million (5 crores), the company is required to obtain a secretarial compliance certificate and attach the same to the Directors' Report and file it with the Registrar of Companies.
Statutory declarations of compliance under various other provisions of the Companies Act, 1956 are also to be certified by practising company secretaries. Under the MCA 21 e filing regime several forms (including some, exclusively) are required to be pre-certified by practising company secretaries. The MCA 21 regime has ushered in a dramatic change in the role and profile of the profession, particularly, the practising side.
The annual returns of companies listed on recognized stock exchanges are to be signed by a practising company secretary.
Further, the Securities and Exchange Board of India (SEBI) also recognizes the Company Secretary as the Compliance Officer and the practising company secretary to issue various certificates under its Regulations. Further, the practising Company Secretaries are also authorised to certify compliance of conditions of corporate governance in case of listed companies.
The Reserve Bank of India also authorises company secretaries to issue various certificates.
The Institute of Company Secretaries of India is the premier professional body to develop and regulate the profession of Company Secretaries in India. It was set up by an Act of Parliament in 1980.
When the Companies Bill, 2011 will be passed by the parliament and becomes an Act, the National Company Law Tribunal(NCLT) will be given powers of a court and all matters relating to Company Law would be heard before it instead of High Court. A Company Secretary would be eligible to appear before NCLT. This will open more opportunities for a Company Secretary.