The Organization Secretary Duties and Liabilities

A couple of days ago, I obtained an inquiry from a handful of functioning ladies who desired to venture into some organization. They desired to discover out about details about environment up a private restricted organization or Sdn Bhd. A single very interesting issue from them was “Why do we require a Organization Secretary?”

From that instant on, I am quite confident a lot of men and women out there are very curious about the same question and listed here, I would like to share with you, the obligations and obligations.

The Corporate Secretary

Each restricted organization must have a minimum of a single Company Secretary, in accordance to Segment 139 of the Organizations Act, 1965. The its appointment is determined by the directors of the firm.

To qualify as a Organization Secretary, he or she should be both a member of a expert human body approved by the Ministry, or a certified secretary granted by the SSM. Further, the particular person must not be a bankrupt and is not convicted of any offence beneath Part 130 (1) of the Companies Act.

company secretary services in Hong Kong of a Company Secretary

His/her statutory duties as needed by the Firms Act are usually as follows:-

one. Has to be existing at all business conferences and recording minutes of the conference. In this context, business conferences are primarily referred to directors’ and shareholders’ meetings. Operational conferences do not require a organization secretary’s attendance.
2. Maintain and maintain all the statutory books and records of the company, ie. Minutes book, sign up book, share sign-up and many others.
3. Guarantee appropriate filing of all needed returns with SSM these kinds of as annual return, varieties and so on.
four. Problem notices of conferences to shareholders as directed by the board of administrators.
5. Procedure share transfers documentations and recordings.
6. Countersign vital company files and certifying paperwork for specific matters this kind of as banking issues etc.
seven. Make certain secure custody of business seal.

Liabilities of a Company Secretary

Offered the reality that a business secretary is an officer of a firm, identical as the administrators, he or she has fiduciary duties to execute for the company. He or she is needs to act honestly and in excellent faith.

He/she is individually liable to legal costs is he or she commits wrongful functions, and can also be penalized with a fantastic. Wrongful act is as easy as failure to lodge the yearly return to SSM.