Chapter 4 - Company Secretarial

Abstract

This chapter focuses on various issues related to company secretarial, such as role of company secretary, statutory books and registers, returns and forms, meetings, and other related administrative matters. Company law requires every public company to appoint a company secretary, but there is no longer a statutory requirement for private companies to do so. The company secretary may also be a director of the company, except where the company has only one director. The company's articles of association will usually set out detailed provisions on the appointment and removal of the company secretary. In the case of a public company, the directors must take reasonable steps to ensure that the person appointed has the requisite knowledge and experience to fulfill the role. As the company secretary is an officer of the company, he or she may be held criminally liable for any defaults committed by the company. The law also requires every company to keep a number of statutory books and registers, even if there are currently no entries to be made in them. Statutory books and registers need not be maintained in bound format, provided that adequate measures are taken to prevent or detect any falsification. Every public company has to keep a register of notified interests in its shares, and this must be kept at the registered office or with the register of members. A change in the location of the company's registered office takes effect from the date that it is registered by the registrar, although documents can be validly served at the previous address for a further 14 days.