The company secretary's role, functions and liabilities

Abstract

Act number XXV of 1995 was enacted under the name of the Companies Act 1995 to regulate limited liability companies and other companies, in the place of the Commercial Partnerships Ordinance, 1962. This act has given life to a new personality in the commercial arena: the company secretary. Section 138(1) states that: "Every company shall have a company secretary". The company secretary occupies an important role in the hierarchy of any company. Vital obligations are imposed upon companies under the Companies Act and the burden of ensuring that these are complied with, falls to a large extent on the company secretary. In the pages that follow, I will discuss: - the appointment and removal of the company secretary; the responsibilities and duties imposed upon the company secretary either by law or by a board decision;The above will be discussed in the light of Maltese law, English law and Australian law. A practical perspective of the manner in which the company secretary functions will also be seen. The company secretary is chiefly responsible for the administration of companies. The work done by the company secretary is known as company secretarial practice. The mainstream work of the secretary may be divided into the following categories: • servicing meetings of the board of directors and its committees and general meetings of shareholders. • assisting directors to comply with their personal obligations under company law. • maintaining various statutory registers and, record and file information with the Registrar of Partnerships. • communications with shareholders. • co-ordinating the preparation, printing and distribution of the company's interim report and annual report and accounts. • monitoring compliance with the company's memorandum and articles of association and other legal requirements. Apart from the above, company secretaries are often involved, along with other professionals or consultants, in the following functions: legal, accounting, taxation matters, shareholder relations, mergers and acquisitions, personnel, health and safety, pensions and profit sharing and share schemes, insurance and risk management, office administration, press and public relations, company vehicles, and licensing affecting the business of the company. No doubt, the role of the company secretary will continue to develop as regulations affecting companies change to meet the demands of today's business environment. Hopefully, this thesis will provide newcomers and practitioners with a deeper understanding of the role and functions of the company secretary.