Who is a Company Secretary?
The “Company Secretary” position is sometimes misinterpreted as a role engaging in low-risk administrative duties. A company secretary has many responsibilities critical to protecting a company and helping it achieve its strategic goals. Company secretaries are often referred to as “the guardians of a business.”
This article explains all you need to know about company secretarial services, including how the role of the company secretary has changed in recent years and its typical duties.
The company secretary has significant responsibilities and plays an essential role in the functioning and governance of a business. The skills set of a company secretary are extensive and require an in-depth understanding of corporate finance, law, risk management and governance. In Tanzania, it is mandatory that a company secretary is appointed before a company registration, and their details are submitted during the registration process.
The specific role and duties of a company secretary differ between companies, depending on size and nature, broadly they include the following:
- Maintaining the company’s statutory books, including; a register of present and past directors and secretaries; a register of all shareholders, past, and present, and their shareholdings; a record of any charges on the company’s assets; minutes of general meetings and board meetings.
- Filing annual returns and any significant changes in the company at the Business Registration and Licensing Agency (BRELA). Other documents must be filed, including the auditors’ report, financial statements, and details of the company’s assets and liabilities. This process also includes updating the registrar of companies on any significant changes in the company’s structure or management, for example, the appointment or resignation of directors.
- Arranging meetings of the directors and the shareholders. This responsibility involves the issue of proper notices of meetings, preparation of agenda, circulation of relevant papers, and taking and producing minutes of the deliberations of the meetings and the resolutions.
- Establishing and maintaining the company’s registered office as the address for any formal communications, ensuring that all the company’s business stationery carries its name, registered number, country of registration and registered address. These details must also appear on the company website, emails, order forms and invoices.
- Ensuring the security of the company’s legal documents.
- Deciding on the company’s policy for the filing and retention of documents.
- Advising directors on their duties and ensuring they comply with the Company laws and the company’s articles of association.
Additional Duties
The company secretary will often be required to perform/oversee or ensure various additional administrative matters are in place; these may include:
- Insurance
- Company pension scheme
- Administration of share schemes
- PAYE & payroll
- VAT registration
- Office management
- Compliance with data protection and health and safety requirements
- Intellectual property
NOTE: For public companies, the company secretary will also be responsible for compliance with the requirements of the Stock Exchange, management of the company’s registrars and compliance with the laws of the country.
Outsourcing company secretarial services
In many cases, the rapid growth of company secretarial duties becomes administratively burdensome for a company, even overwhelming or costly. A company may hire an outside expert to take on the role of a company secretary.
Keeping abreast of legal and regulatory obligations has become remarkably challenging for businesses, especially those with subsidiary entities in multiple countries. The firm or expert to provide secretarial services introduces sound governance procedures and risk controls within the business. The provider should also keep abreast of regulatory changes in each jurisdiction and maintain a regular reporting convention. These services add immediate value to a company by reducing its risk and protecting its reputation.
Current company secretary trends
One crucial regulatory trend involves increased demands for disclosure of beneficial ownership (BO) information, which identifies who ultimately benefits from a company’s dealings financially. “Adequate documentation ensures a BO isn’t hidden by corporate infrastructure,”. With such a trend, a company secretariat is required to disclose the Beneficial Ownership of the company as required by law and submit the documentation thereof.
Here at AVC & Partners Advocates, we provide a bespoke company secretarial service, helping you improve your company’s performance by letting you focus on your business. At the same time, we ensure your entity’s governance matters are handled with utmost care and professionalism. Our dedicated professionals are on hand to take care of your company’s secretarial work, allowing you to focus on your core business.
We simplify complex company registration processes, provide shareholders peace of mind and help mitigate risk. The range of services we can offer as part of our secretarial service includes compliance services, company formations, capital transactions, and general company advisory services.
