What a Company Secretary Does

Every company must keep its legal house in order. It must keep registers of its owners and directors, hold meetings that make valid decisions, record those decisions, and send the right information to the government registry on time. In most organisations, the person who makes sure this happens is the company secretary.

The title is old and can mislead. A company secretary is not a personal assistant or a typist. The role is a senior officer of the company: a person who holds a formal position recognised by company law in many countries, alongside the directors. In larger companies the job title may be General Counsel and Company Secretary, Head of Corporate Governance or Corporate Secretary.

This course is for people who do this work, or who support it: assistant company secretaries, corporate administrators, paralegals, finance and legal staff who look after group companies, and executive assistants who are moving into governance work. It is practical training in common international practice. It is not a professional qualification, and it does not award membership of any professional body for company secretaries.

Who must have one?

The rules differ by country. In some countries every company must appoint a company secretary. In others, only public companies must have one, and a private company may choose not to. Some laws also require the secretary of a public or listed company to hold a recognised qualification or to have suitable experience. Where no secretary is appointed, the duties do not disappear: the directors remain responsible for the same filings and records, and they usually give the work to someone else.

The secretary may be an individual employee, a director who also holds the role, or a corporate secretary: a firm of corporate service providers appointed to act as secretary. Groups with many subsidiaries often use a mix — an in-house team for the main companies and service providers for small companies abroad. Always check the company law of the country where the company is registered.

Why the role matters

Example. A logistics company agreed to buy a warehouse. At the last moment the seller’s lawyers asked for a certified copy of the board resolution approving the purchase. The minutes had not been written, two directors who voted had not been validly appointed because their appointment was never approved as the constitution required, and the registry still showed a director who had resigned a year earlier. The completion was delayed by three weeks while the records were repaired. Nothing illegal had been intended. The company simply had no one looking after its corporate records.

Banks, buyers, auditors, regulators and courts all rely on these records. When they are wrong, deals slow down, bank accounts can be frozen during checks, and directors may face penalties for late filings.