Explanation of the Company Secretary – one of the statutory bodies of a company

The Company Secretary is a typical institution of the Anglo-American legal field, which is not common in Central Europe. Therefore, there is no appropriate translation for this term. All attempts at translation usually lead to a misunderstanding of the function and duties of a Company Secretary. Despite his name, his role is by no means that of an office assistant or secretary.

The Company Secretary is responsible for the efficient legal administration of a company by ensuring that legal and regulatory requirements are met and that decisions of the Board of Directors are implemented. He informs and advises the directors on their legal duties and responsibilities.

The Company Secretary is one of the possible representatives of the company on legal documents and it is his responsibility to ensure that the company and the directors act within the law. They are also responsible for registering shareholders and communicating with them, ensuring that dividends are paid and keeping commercial register records such as the list of shareholders, the list of directors, listing and documenting resolutions and filing formally correct financial statements.

A special feature of Anglo-American commercial law is that the official commercial register only contains the company’s data on an annual cut-off date. It does not contain any records of changes during the year and is updated once a year on the specified cut-off date by means of the so-called Confirmation Statement. It is therefore the responsibility of the Company Secretary to keep the records during the year. In this respect, he fulfils the function of the Commercial Register, and the public has a right to inspect these records, which in case of doubt also have a legal proof function.

A company has responsibilities at a high level in all areas of the economy, including compliance with legal principles of corporate governance, its conduct in an environment regulated by the authorities, at shareholders’ meetings and compliance with regulations by law, authorities and other supervisory institutions, in reporting and circulars to shareholders, the administration of employee benefits such as company pensions and employee shares, the management of company insurance policies, the negotiation of contracts, general risk management, property management and the organisation of the preparation of annual financial statements and their interpretation.

The Company Secretary is a first source of advice on the conduct and management of the Company and can cover everything from legal advice on conflicts of interest, advice on financial statements and other financial reports to planning corporate strategy and development.

In view of the important role the Company Secretary plays in the business of a company, the Company Secretary for public limited companies (PLCs) must have professional training and qualifications.

Since 8 April 2008, private companies such as the Limited have no longer been required to have a Company Secretary in the UK, unless required by the company’s articles of association. If a private company does not have a Company Secretary, his duties and responsibilities are to be performed by the company’s directors. A public company (PLC) must still have a formally appointed Company Secretary.

The precise duties and responsibilities of a company secretary depend on the size and business sector of the company and there is no statutory provision or definition of what these duties and responsibilities are.

DUNAMIS MIND offers the following services in this area:

  • During the year, keeping the company’s register book under company law with the departments: registered office address, place of storage of the legally required documents, director, shareholder, ultimate beneficiary of the company (beneficial owner), equity capital with share classes and shareholders
  • Annual reporting (confirmation statement) of the company law data entered in the commercial register
  • Maintenance of the registered address
  • Support with resolutions and their documentation, e.g. distribution of dividends
  • Corporate law advice and support