Statutory liabilities of Company Secretary
A company secretary is an officer of the company, who takes on particular responsibilities and duties. Though the company secretary is entitled to enjoy some rights and powers as laid down in the Companies Act, his position is not free from liabilities. Companies Act and other laws related to company management provide the framework of certain liabilities for the company secretary. Company secretaries take on some of the directors’ responsibilities day-to-day, but the directors remain legally responsible for the company overall. The wrongful act is as simple as failure to lodge the annual return to SSM.
Statutory liabilities: Statutory liabilities of the company secretary refer to those that the company secretary is legally bound to obey. The followings are his statutory liabilities:
- Arranging the statutory meeting within the stipulated time;
- Preparing the statutory report and submitting the same to the registrar of the joint-stock company;
- Keep and maintain all the statutory books and records of the company, ie. Minutes book, register book, share register, etc.
- Arranging the annual general meeting in due time; has to be present at all company meetings and recording minutes of the meeting.
- Circulating the notices of the meeting to the participants; Issue notices of meetings to shareholders as directed by the board of directors.
- Writing minutes of various meetings and maintaining the minute books;
- Supplying the copy of minutes of the general meeting to the shareholders;
- Making arrangement for inspection of minutes books;
- Arranging necessary steps for registering the resolutions taken in the meeting (if it is necessary);
- Submitting the list of members and statement of share capital to the registrar;
- Submitting authenticated Balance Sheet and Profit & Loss Account to the Registrar of Joint Stock Company;
- Issuing share certificates, dividend warrants bonus share certificates, etc. to the shareholders;
- Deducting tact from the salary of the employees and from the dividends paid to the shareholders;
- Maintaining the registers of the shareholders and debenture holders;
- Maintaining the registers of the directors;
- Preserving the common seal of the company;
- Arranging necessary steps for appointing company auditor;
- Arranging audit of company accounts;
- Affixing the requisite stamp on various documents of the company;
- Preparing annual income tax returns and submitting the same to the concerned authority for their approval or reassessing.
- Countersign essential company documents and certifying documents for certain matters such as banking matters etc.
- Ensure safe custody of the company seal.
Given the fact that a company secretary is an officer of a company, the same as the directors, he or she has fiduciary duties to perform for the company. He or she is required to act honestly and in good faith. A company secretary is personally liable to criminal charges is he or she commits wrongful acts, and can also be penalized with a fine.
