What is a Secretary? What is a Secretary's role in a company?
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 another".
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 omissions.
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.