What is a Secretary? What is a Secretary's role in a
The word actually derives from the latin word
"secretaries" meaning a confidential officer. This
confidential officer is connected in turn with "secretum"
which means secret. The New Shorter Oxford English Dictionary
defines secretary as "a person entrusted with private or
secret matters" or "a person whose duty or occupation it
is to conduct the correspondence or organize the affairs of
While the Cypriot legislation does not provide specifically for
the duties and generally the role of a Secretary in a company, the
company secretary, very broadly speaking, is usually responsible
for administrative matters concerning the company. It is generally
the duty of the Secretary to maintain official company minute books
and statutory registers. The Secretary also undertakes to prepare
any necessary statutory information ie the annual return of the
company and to ensure that the company files such information
promptly. Within the duties of the Secretary to file statutory
information is also the filing of the accounts of the company that
are prepared by the auditors of the company. The Company Secretary
is able to sign most of the forms that companies need to submit to
the Registrar of Companies.
The Secretary is the company's officer who will provide the
Members and Directors with notice of meetings and to provide
Members with proposed written resolutions and auditors with any
passed resolutions. It is widely accepted that the Secretary sends
copies of resolutions and agreements to the Registrar of Companies.
The Secretary keeps or arranges for the keeping of copies of all
resolutions of members passed otherwise than at a general meetings,
minutes of all proceedings and general meetings.
The Secretary is answerable to the Directors and when there are
any changes in company law affecting the running of the company,
the Secretary advises the Directors accordingly. Furthermore, it is
the usual practice that any appointment and/or changes of Directors
or company secretary must be communicated to the Registrar of
Companies and properly documented by the Companies Secretary.
It is common for the secretary to make out the necessary
statements of the company's affairs if an administrative
receiver or a provisional liquidator is appointed, or if a
winding-up order is made.
It is important that a company has a secretary who is qualified
and experienced to perform the duties inherent in the position. The
Directors would be failing in their duties if they appointed a
company secretary who did not have the appropriate skills and
experience. Failure to carry out some of the duties of the
secretary may result in the company being charged with fines or
even in the Directors being prosecuted for certain acts or
The company secretary may also be an artificial person, ie a
company. It is a usual phenomenon within a group of companies to
have a service company within the group acting as company secretary
to other group companies.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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In the recent case of Sang Stone Hamoon Jonoub Co Ltd v Baoyue Shipping Co Ltd ( EWHC 2288 (Comm)), Mr Justice Males provided direction on the potential liability of cargo owners to shipowners where they do not take delivery of the cargo and the recompense such shipowner may expect in return.
As far as the parties were concerned, the main issue was to succeed in their application to rectify the trust, i.e. to correct and rewrite its drafting to bring it back into line with the original intention behind it.
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