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Secretarial

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.

Company secretaries in all sectors have high level responsibilities including governance structures and mechanisms, corporate conduct within an organisation's regulatory environment, board, shareholder and trustee meetings, compliance with legal, regulatory and listing requirements, the training and induction of non-executives and trustees, contact with regulatory and external bodies, reports and circulars to shareholders/trustees, management of employee benefits such as pensions and employee share schemes, insurance administration and organisation, the negotiation of contracts, risk management, property administration and organisation and the interpretation of financial accounts.

Company secretaries are the primary source of advice on the conduct of business and this can span everything from legal advice on conflicts of interest, through accounting advice on financial reports, to the development of strategy and corporate planning.

Among public companies in North America, providing advice on corporate governance issues is an increasingly important role for corporate secretary. Many shareholders, particularly institutional investors, view sound corporate governance as essential to board and company performance. They are quite vocal in encouraging boards to perform frequent corporate governance reviews and to issue written statements of corporate governance principles. The corporate secretary is usually the executive to assist directors in these efforts, providing information on the practices of other companies, and helping the board to tailor corporate governance principles and practices to fit the board's needs and expectations of investors. In some companies, the role of the corporate secretary as corporate governance adviser has been formalised, with a title such as Chief Governance Officer added to their existing title.

In view of the important roles the company secretary plays in business, PLCs and large companies require the company secretary to be suitably trained, experienced and professionally qualified for these responsibilities.

In the UK, the company secretary may be qualified by virtue of examination and membership of the Institute of Chartered Secretaries and Administrators (ICSA), which is the main qualification specifically for company secretaries. ICSA is the body dedicated to the advancement and recognition of professional administration based on a combination of degree-level studies, carefully vetted experience and sponsorship by two people of professional status. Only a person thus qualified is entitled to be designated a 'Chartered Secretary' or 'Chartered Company Secretary'. The Faculty of Secretaries and Administrators founded in 1930 is the second body of corporate secretaries in the United Kingdom and now has a strong emphasis on equality work and governance and its members are designated 'corporate secretaries' or 'certified public secretaries'. It is expected that company secretaries of publicly quoted companies will be professionally qualified through ICSA, one of the chartered professional bodies in the accountancy profession, or have appropriate training and experience through another body.

In India, the Institute of Company Secretaries of India (ICSI) regulates the profession of company secretaries . ICSI is a statutory professional body which has more than 40,000 associate members.

Chartered secretaries are employed as chairs, chief executives and non-executive directors, as well as executives and company secretaries. Some chartered secretaries are also known in their own companies as corporate secretarial executives/managers or corporate secretarial directors.

Chartered Secretaries are the sixth highest paid employees in the UK according to the Office for National Statistics Annual Survey of Hours and Earnings (March 2010).

Many corporate secretaries of North American public companies are lawyers and some serve as their corporation's general counsel. While this can be helpful in the execution of their duties it can also create ambiguity as to what is legal advice, protected by privilege, and what is business advice. http://www.icsi.edu

The exact responsibilities of the company secretary depend on the size and nature of the company and there is no statutory definition of what these are, but it generally includes some or all of the following.

1. maintaining the company's statutory registers
2. updating the records held by Companies House.
3. maintaining the company's registered office.
4. advising the board of directors on their legal and corporate responsibilities and matters of corporate governance.
5. organising the company's board meetings and annual general meeting.
6. minuting board meetings.
7. ensuring company compliance with legal obligations.
8. managing and storing the company's records, e.g. re investments, property, payroll, insurance, accounting, taxation (VAT, PAYE, Corporation Tax).
9. liaison between the company and its stakeholders and shareholders.

More about

WHAT IS A COMPANY 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. Tasks a Company Secretary may perform include:,
• direct the business affairs of the company by implementing the decisions of the board of directors • act as advisers to the directors of the company • handle company share transactions such as issuing new shares, arranging for the payment of dividends and observing all legal requirements • liaise with auditors, lawyers, tax advisers, bankers and shareholders • attend and take minutes of directors' and members' meetings • prepare financial reports, budgets and forecasts • negotiate the terms of new business contracts • assess and arrange insurance cover for the company • administer the company's superannuation policy • ensure that all returns required by the Corporations Act are made to ASIC • ensure the requirements of the Income Tax Assessment Act are met; be the Public Officer • ensure the company meets its compliance obligations under relevant laws and the requirements of regulatory authorities (eg, stock exchange) • represent the company in dealings with other companies, banks and shareholders • supervise financial administration including preparation of financial statements Personal attributes of a good Company Secretary include: • able to analyse and solve problems • management and organisational skills • familiarity with information technology • discretion when dealing with confidential information • an understanding of the legal system as it affects business • good communication and interpersonal skill

ABOUT.Legal Issue for Engineerings

Business Law:
practical understanding of the legal system and of various aspects of commercial and business law as these relate to typical situations in which engineers are involved.
Intellectual Property Law:
practical understanding of the intellectual property law and of various aspects of intellectual property ownership, protection and trade as these relate to typical situations in which engineers are involved.

Business Law

Introduction to Law
the various different fields of law, a brief explanation between the difference between criminal and civil law. We will cover the sources of law, how laws are made and interpreted, how laws are applied.

Contract Law
one of the most significant parts of the law. will cover the formation of a contracts, offer and acceptance, issues of consideration, revocation of offers, concepts of time, quasi contract, and issues when contracts go wrong. We will cover illegal contracts, mistake, misrepresentation, fundamental breach, frustration and remedies.

Torts (the law of civil wrongs)
a significant area of study, particularly for engineers. We will cover the main torts (negligence and nuisance) with a main focus on negligence including the concept of a duty of care, breach of duty, causation, proximity, forseeability and contribution to fault. We will consider warranties. We will consider product liability and the extension of liability to consultants and advisors. We will discuss remedies and limitation of liability. In nuisance we will cover the private and public nuisance, the basis of liability, defences and remedies. We will briefly discuss special issues in relation to trespass and occupiers liability.

Consumer Law
discuss the most common consumer laws that relate to commerce such as the Consumers Guarantee Act, the Securities Act, the Fair Trading Act, and the Sale of Goods Act. We will discuss the statutory concepts of misleading and deceptive behaviour and false representations. We will consider guaranties and warranties implied by statute into agreements for sale of goods and services and the limits on contracting out of those responsibilities.

Employment 
We will consider basic obligations in relation to employment law. We will discuss the prohibitions on discrimination, a study of the principles of good faith bargaining, intellectual property in relation to employment, and health and safety in employment and holidays and leave.

Competition Law
We will consider the key concepts of the Commerce Act, including understanding the key terms of "markets" "dominant position" "substantially lessening competition" and "price fixing".

Business Structure and Commercial Organizations
We will consider the basic principles of Company law, and different trading entities including sole trader, partnership, limited partnership, trusts and joint ventures. We will consider the concept of limitation of liability and "piercing the corporate veil", directors duties, personal liability and basic principles of insolvency. We will consider registration of charges and mortgages.

Equity
We will consider the concept of fiduciary duties, concepts of trust and confidence, principles of natural justice and application of the principles. We will consider the establishment of trusts, the three requirements, limits on powers, discretionary trusts, resulting trusts, and constructive trusts

Tax
We will discuss the main taxes, including income tax, GST , withholding taxes, gift duties and capital gains taxes. We will briefly consider cross border tax issues and key tax risks.

Land
We will consider basic land law principles, . We will consider issues of landlord and tenant, and residential tenancies as they apply to businesses. We will discuss mortgages and charges over real and personal property and security interests in land. We will consider the principles of possession, the contractual concepts of waiver and time of the essence and rights and remedies. We will briefly consider the application of the Overseas Investment regime in relation to interests in land.

About Company

A company is an association or collection of individuals, whether natural persons, legal persons, or a mixture of both. Company members share a common purpose and unite in order to focus their various talents and organize their collectively available skills orresources to achieve specific, declared goals. Companies take various forms such as:

* Voluntary associations which may include nonprofit organization
* A group of soldiers
* Business entities with an aim of gaining a profit
* Financial entities and banks

A company or association of persons can be created at law as legal person so that the company in itself can accept Limited liabilityfor civil responsibility and taxation incurred as members perform (or fail) to discharge their duty within the publicly declared "birth certificate" or published policy.

Because companies are legal persons, they also may associate and register themselves as companies – often known as a corporate group. When the company closes it may need a "death certificate" to avoid further legal obligations.

A company can be defined as an "artificial person", invisible, intangible, created by or under law, with a discrete legal entity, perpetual succession and a common seal. It is not affected by the death, insanity or insolvency of an individual member.

TYPES Of Company

1. A company limited by guarantee. Commonly used where companies are formed for non-commercial purposes, such as clubs or charities. The members guarantee the payment of certain (usually nominal) amounts if the company goes into insolvent liquidation, but otherwise they have no economic rights in relation to the company. This type of company is common in England. A company limited by guarantee may be with or without having share capital.
2. A company limited by shares. The most common form of company used for business ventures. Specifically, a limited company is a " company in which the liability of each shareholder is limited to the amount individually invested" with corporations being "the most common example of a limited company." This type of company is common inEngland and many English-speaking countries. A company limited by shares may be a
   * publicly traded company or a
   * Privately held company.
3. A company limited by guarantee with a share capital. A hybrid entity, usually used where the company is formed for non-commercial purposes, but the activities of the company are partly funded by investors who expect a return. This type of company may no longer be formed in the UK, although provisions still exist in law for them to exist.
4. A limited-liability company. "A company—statutorily authorized in certain states—that is characterized by limited liability, management by members or managers, and limitations on ownership transfer", i.e., L.L.C. LLC structure has been called "hybrid" in that it "combines the characteristics of a corporation and of a partnership or sole proprietorship". Like a corporation it has limited liability for members of the company, and like a partnership it has "flow-through taxation to the members" and must be "dissolved upon the death or bankruptcy of a member".
5. An unlimited company with or without a share capital. A hybrid entity, a company where the liability of members or shareholders for the debts (if any) of the company are not limited. In this case doctrine of veil of incorporation does not apply.

Less common types of companies are: * Companies formed by letters patent. Most corporations by letters patent are corporations sole and not companies as the term is commonly understood today.
* Charter corporations. Before the passing of modern companies legislation, these were the only types of companies. Now they are relatively rare, except for very old companies that still survive (of which there are still many, particularly many British banks), or modern societies that fulfill a quasi regulatory function (for example, the Bank of England is a corporation formed by a modern charter).
* Statutory Companies. Relatively rare today, certain companies have been formed by a private statute passed in the relevant jurisdiction.

Note that "Ltd after the company's name signifies limited company, and PLC (public limited company) indicates that its shares are widely held."

In legal parlance, the owners of a company are normally referred to as the "members". In a company limited or unlimited by shares (formed or incorporated with a share capital), this will be the shareholders. In a company limited by guarantee, this will be the guarantors. Some offshore jurisdictions have created special forms of offshore company in a bid to attract business for their jurisdictions. Examples include "segregated portfolio companies" and restricted purpose companies.

There are however, many, many sub-categories of types of company that can be formed in various jurisdictions in the world.
Companies are also sometimes distinguished for legal and regulatory purposes between public companies and private companies. Public companies are companies whose shares can be publicly traded, often (although not always) on a stock exchange which imposes listing requirements/Listing Rules as to the issued shares, the trading of shares and future issue of shares to help bolster the reputation of the exchange or particular market of an exchange. Private companies do not have publicly traded shares, and often contain restrictions on transfers of shares. In some jurisdictions private companies have maximum numbers of shareholders.

A parent company is a company that owns enough voting stock in another firm to control management and operations by influencing or electing its board of directors; the second company being deemed as a subsidiary of the parent company. The definition of a parent company differs by jurisdiction, with the definition normally being defined by way of laws dealing with companies in that jurisdiction.