{"id":8815,"date":"2023-01-03T06:59:00","date_gmt":"2023-01-03T01:29:00","guid":{"rendered":"https:\/\/leverageedu.com\/blog\/?p=8815"},"modified":"2025-09-29T13:30:31","modified_gmt":"2025-09-29T08:00:31","slug":"duties-of-company-secretary","status":"publish","type":"post","link":"https:\/\/leverageedu.com\/blog\/duties-of-company-secretary\/","title":{"rendered":"Duties of Company Secretary: Skills, Roles, and Responsibilities"},"content":{"rendered":"\n

Every company aspires for high calibre professionals who can efficiently work towards generating maximum profits. Keeping this approach in mind, a Company Secretary is delegated to work at various management levels ensuring corporate governance and smooth administration of the company. Being a multidisciplinary profession, there are various duties of a Company Secretary that are required to be performed in a legal and justified manner. This article will provide you with the key details of the job profile of a Company Secretary and the essential roles and responsibilities that are integral to the smooth functioning of an organisation.<\/p>\n\n\n\n\n\n\n

Skill-set of Company Secretary<\/span><\/h2>\n\n\n\n

In order to understand the duties of a Company Secretary, it is also important to know about the skillset required to become a good company secretary<\/a><\/strong>. <\/p>\n\n\n\n

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  1. Multi-tasking and Time Management<\/li>\n\n\n\n
  2. Competent with numbers<\/li>\n\n\n\n
  3. Strong communication skills<\/a><\/strong><\/li>\n\n\n\n
  4. English should be his or her strength <\/a><\/strong><\/li>\n\n\n\n
  5. Expertise in Company Law<\/li>\n\n\n\n
  6. Should be a meticulous planner<\/li>\n<\/ol>\n\n\n\n

    Appointment and Removal of Company Secretary  <\/h2>\n\n\n\n

    The appointment of the company secretary is done keeping in mind the articles of association of the company. The main duty of the appointment is on the shoulders of the board of directors. The contract of employment of the company secretary is an important document in the process of employment of the company secretary. If there is any change of details in the company secretaries employment or removal, it must be filled in at the Company’s house within 14 days of the event. <\/p>\n\n\n\n

    Authority of Secretary to Enter into Company Contracts<\/h2>\n\n\n\n

    The company secretary has the \u2018ostensible authority\u2019 from the directors of the company to enter into a contract on behalf of the company. This can be as simple as, for example, ordering stationary. In such cases, the company secretary is not required to seek the permission of the Directors of the company. At the same time, such authorities are not extended to matters which are managerial in nature. There are two important points to be kept in mind:<\/p>\n\n\n\n

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    1. As long as the company secretary is acting within the limits of the scope of his authority (implied, actual or ostensible) his actions will always bind the company. <\/li>\n\n\n\n
    2. In a situation where the company secretary acts outside the scope of his authority, he would be personally liable to any third party he has entered into a contract with and be liable to the company for breach of authority. <\/li>\n<\/ol>\n\n\n\n

      The Evolving Duties of Company Secretary<\/span><\/h2>\n\n\n\n

      The conventional role of a Company Secretary is heavily slanted towards ensuring regulatory compliance and administration of corporate records. However, in an era where technology is deeply embedded in every organisation\u2019s financial and operational DNA, it becomes essential for a Company Secretary to work in a 360-degree environment. With the growing responsibilities and duties of the Company Secretary, this corporate professional is also viewed as a valued advisor to the Board of Directors for ensuring corporate governance.<\/p>\n\n\n\n

      Type of Duties <\/h2>\n\n\n\n

      The duties of a company secretary can be divided into sections. They are: statutory duties, dutory of disclosure, exercise skill, care and diligence, administrative duties, and more. These are explained in detail below:<\/p>\n\n\n\n

      \"Duties<\/figure>\n\n\n\n

      Statutory Duties<\/strong><\/span><\/h3>\n\n\n\n

      The statutory duties of a company secretary include the duties imposed on him via the Companies Act. Only a few are carried out by him, the rest are an amalgamation of tasks carried out between the director and the company secretary. These include the following.<\/p>\n\n\n\n

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      1. Signing the annual return <\/li>\n\n\n\n
      2. Ensuring that the requirements of the Companies Act are complied with<\/li>\n\n\n\n
      3. Signing and completing a form of application to register a business name of the company<\/li>\n\n\n\n
      4. Writing down the statement of affairs<\/li>\n<\/ol>\n\n\n\n

        Duty of Disclosure<\/strong><\/span><\/h3>\n\n\n\n

        The company secretary is under the obligation to disclose certain information for the purpose of inclusion in the register of the director and secretaries’ interests. <\/p>\n\n\n\n

        Duty to exercise skill, care and diligence<\/strong><\/span><\/h3>\n\n\n\n

        One of the most important duties of the company secretary includes practising extreme care, skill and diligence in the performance of his duties. If there is any negligence on his part, he will be held liable for any loss incurred. <\/p>\n\n\n\n

        Administrative Duties<\/strong><\/span><\/h3>\n\n\n\n

        The company secretary has several administrative duties to perform. They are listed below. <\/p>\n\n\n\n

          \n
        1. Communicating with the company shareholders<\/li>\n\n\n\n
        2. Maintaining the statutory registers<\/li>\n\n\n\n
        3. Preparing and issuing the notice board and general meetings<\/li>\n\n\n\n
        4. Making sure that the decisions taken by the board are communicated properly and complied with<\/li>\n\n\n\n
        5. Keeping safe custody of the company seal<\/li>\n<\/ol>\n\n\n\n

          Corporate Governance and Secretarial Duties <\/strong><\/span><\/h3>\n\n\n\n

          A Company Secretary plays a crucial role in advising upon good governance practices and compliance with corporate governance norms. These standards and guidelines are mentioned under various corporate, business and security laws. Other than this, mentioned below is a list of secretarial responsibilities that are undertaken by a Company Secretary:<\/p>\n\n\n\n

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          1. Formation, incorporation and promotion of matters related to the company.<\/li>\n\n\n\n
          2. Filing and registering any document or form on behalf of the company as an authorized representative.<\/li>\n\n\n\n
          3. Maintaining and preserving secretarial records, statutory registers and books.<\/li>\n\n\n\n
          4. Arranging a general or board meeting and preparing the minutes of the meeting.<\/li>\n\n\n\n
          5. Tasks related to shares including transfer and transmission.<\/li>\n<\/ol>\n\n\n\n

            Related Read: How to Pursue CA After Graduation<\/strong><\/p>\n\n\n\n

            Maintaining the Company\u2019s Statutory Registers<\/h2>\n\n\n\n

            One of the most important duties of a company secretary involves being familiar with the various registers of the company he\/she is employed in. Any company needs to maintain and keep a record of several registers which include the following:<\/p>\n\n\n\n

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            1. Register of people with control<\/li>\n\n\n\n
            2. Register of members<\/li>\n\n\n\n
            3. Register of charges<\/li>\n\n\n\n
            4. Register of Directors residential address<\/li>\n\n\n\n
            5. Register of interests in shares<\/li>\n\n\n\n
            6. Records of shareholder and director meetings<\/li>\n<\/ol>\n\n\n\n

              If the company secretary fails to update and maintain these registers with precision, it can lead to disastrous consequences. <\/p>\n\n\n\n

              Corporate Laws Advisory and Representation<\/strong><\/span><\/h3>\n\n\n\n

              A Company Secretary is entitled to an advisory role in order to help companies on compliance with legal and procedural aspects, particularly under the following laws:<\/p>\n\n\n\n

                \n
              1. Labour and Industries<\/li>\n\n\n\n
              2. Foreign Exchange Management <\/li>\n\n\n\n
              3. Foreign Collaborations and Joint Ventures<\/li>\n\n\n\n
              4. Consumer Protection<\/li>\n\n\n\n
              5. Depositories<\/li>\n\n\n\n
              6. Environment and Pollution Control<\/li>\n\n\n\n
              7. Co-operative Societies<\/li>\n\n\n\n
              8. Setting up Subsidiaries Abroad<\/li>\n\n\n\n
              9. Mergers and Amalgamations and Strategic Alliance<\/li>\n\n\n\n
              10. Drafting of Legal Documents<\/li>\n\n\n\n
              11. Competition Policy and Anti-Competitive Practices<\/li>\n\n\n\n
              12. IPR (Intellectual Property Rights) <\/li>\n\n\n\n
              13. Protection, Management, Valuation and Audit<\/li>\n<\/ol>\n\n\n\n

                Moreover, Company Secretaries represent their company or its key personnel in the following domains:<\/p>\n\n\n\n

                  \n
                1. Competition Commission<\/li>\n\n\n\n
                2. National Company Law Tribunal<\/li>\n\n\n\n
                3. Securities Appellate Tribunal<\/li>\n\n\n\n
                4. Telecom Disputes Settlement and Appellate Tribunal<\/li>\n\n\n\n
                5. Company Law Board<\/li>\n\n\n\n
                6. Registrar of Companies<\/li>\n\n\n\n
                7. Consumer Forums<\/li>\n\n\n\n
                8. Tax Authorities<\/li>\n<\/ol>\n\n\n\n

                  Some other arbitration and conciliation duties include the following:<\/p>\n\n\n\n